Dear Members,

The Board of Directors are delighted to present the Forty-first Annual Report on the business and operations of Elegant Marbles & Grani Industries Limited (the "Company") together with the summary of Audited Financial Statements for the financial year ended 31st March, 2026.This report states compliance as per the requirements of the Companies Act, 2013 ("the Act"), the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other rules and regulations as applicable to the Company.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The summary of Company's financial performance for the financial year ended March 31,2026 is summarized below:

( ' in lakhs)

In F.Y. 2025-26, the Company reported a profit of ?335.14 lakhs as compared to ?470.35 lakhs in F.Y. 2024-25. The previous year had witnessed strong performance driven by robust demand from the residential and commercial segments. During the current year, the Company continued to maintain operational stability amidst evolving market conditions and industry dynamics.

2. STATE OF THE COMPANY'S AFFAIRS

Your Company's income from operations during the year under review is Rs. 3434.05 lakhs as compared to INR Rs. 2,853.48 Lakhs in the previous year. During the current year, the Company reported a profit of ?335.14 lakhs as compared to ?470.35 lakhs in F.Y. 2024-25.

Detailed analysis and future outlook of the Company's business are dealt in the Management Discussion and Analysis Report.

3. BOOK CLOSURE

The Register of Members and the Share Transfer Books of the Company will be closed from Saturday, July 11, 2026 to Friday, July 17, 2026 (both days inclusive) for the purpose of AGM for the financial year ended March 31, 2026.

4. TRANSFER TO RESERVES

As permitted under the Act, the Board of Directors of the Company has not proposed to transfer any amount to the General Reserve and has decided to retain the entire amount of profit for the Financial Year ended March 31, 2026 in the profit and loss account.

6. SHARE CAPITAL

The shareholding of the Promoters is in compliance with the permissible limits as per Securities Contracts (Regulation) Rules, 1957 and minimum public shareholding requirements as specified in Rule 19 (2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957.

The Paid-up Equity Share Capital of the Company as on March 31, 2026 was ^2,96,30,000 comprising of 29,63,000 equity shares of ?10 each.

. The promoters holding as on March 31, 2026 is as below:

Shares held by Promoters as on March 31, 2026

6. BUSINESS OVERVIEW

The Company continues to enjoy a strong reputation as one of the leading manufacturers and suppliers of a premium and exclusive range of Indian and imported marbles and granites. It has consistently benefited from long-standing relationships developed with a wide base of niche clients across India and overseas.

The Company remains committed to innovation in both technology and marketing and has adapted to evolving customer preferences and changing market dynamics. In line with emerging trends, it has further strengthened its marketing initiatives through an enhanced online and e-commerce presence via its website. This digital outreach is expected to support better insights into customer buying behaviour, wider market reach for niche products, improved inventory management, and operational efficiencies, thereby enabling access to untapped online markets and contributing to sustainable growth and economies of scale.

Aggressive marketing strategies coupled with optimum utilisation of resources continue to remain a key focus area of the management.

The Company has also identified several new opportunities for growth, including expansion of product offerings and introduction of a wider range of colours, and remains well positioned to capitalise on future industry opportunities.

Further, the value of investments held by the Company has witnessed a diminution during the year, primarily on account of volatility in global financial markets and adverse geopolitical developments, including ongoing war-like situations in certain regions, which have impacted overall market sentiment and asset valuations. The management views this as a short-term phenomenon arising from prevailing market conditions and remains confident that the Company's investments will yield satisfactory returns over the medium to long term, in line with the underlying fundamentals of the investee assets.

CUSTOMER RELATIONSHIPS

The Company believes nurturing and maintaining the relationships with existing clients is as important as adding new names to its clientele. The Company has been exploring repeated orders with its existing clients and continues its efforts to widen its client base both geographically and numerically and hopes to further expand it with the introduction of e-commerce facility on its website in the coming years.

The Company has also gained and maintained reputation for importing and distributing only the highest quality material while providing clients with personalized, detailed attention in selecting the right material for their projects.

Personnel & Performance

The Company has been able to develop an environment, which is conducive to high growth and performance, a work culture that encourages meritocracy and rewards high performers in an adequate and fair manner.

7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), is presented in a separate section forming part of the Annual Report .

8. MATERIAL CHANGES AFFECTING THE COMPANY AND COMMITMENT

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report. There has been no change in the nature of Business of the Company.

9. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure A and is attached to this report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in place, pursuant to Section 134 of the Companies Act, 2013. This robust Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company's competitive advantage.

The Company has laid down a well-defined risk management mechanism commensurate with its size and the nature of business covering risk mapping, risk exposure and risk mitigation process. The Company's Risk Management Policy has been developed to include various categories such as Human Resources, Financial, Business Processes and Systems, Strategy, Corporate Governance and Compliance and Information Security. Further, the Board ensures risk reporting and updates, risk policy compliances and provide overall guidance and support to business risk owners.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The expenditure towards Corporate Social Responsibility is not applicable to the company for the financial year 2025-26 in accordance with Section 135 ofthe Companies Act, 2013.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given Loans or guarantees pursuant to Section 186 of the Companies Act, 2013 to other Body Corporates or persons as indicated in the notes to the financial statements. The details of investments are provided in Notes to Financial Statements under Note No. 03.

14. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has also disclosed related party transactions on a consolidated basis for the year ended March 31, 2026 to the stock exchange and has also published the same on the website ofthe Company.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website .

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. However, the particulars as required under the Act are furnished in Annexure B (Form No. AOC-2) as a Nil disclosure to this Report.

15. AUDITORS AND AUDITORS REPORT

a. Statutory Auditors & Auditor's Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. JD Pawar & Associates, Chartered Accountants (Firm Registration No.141721W) was appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 39th Annual General Meeting held on July 23, 2025 until the conclusion of 44th Annual General Meeting of the Company to be held in the financial year 2028-29, on such remuneration as may be decided by the Audit Committee and the Board of Directors. Pursuant to Section 139 and 141 ofthe Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter-alia, confirming that their appointment continues to be within the limits laid down by the Act, and that they are not disqualified from continuing such appointment

The Auditors' Report is self-explanatory and does not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

b. Secretarial Auditor and Secretarial Audit Report

The Board appointed M/s. Somani and associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2025-26 as mandated under Section 204 of the Companies Act, 2013 and Rule 9 there-under. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure C to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

16. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and conduct cost audit.

17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure D.

18. POLICY RELATING TO DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, Independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy have been disclosed in the Corporate Governance Report, which forms part of this Report.

19. ANNUAL EVALUATION OF BOARD'S PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of its committees.

The Board and Nomination and Remuneration Committee reviewed the performance of Individual Directors, the Board as a whole, Committees of the Board and Chairman and Managing Director after taking into consideration feedback received from Directors. The evaluation was done on various parameters such as vision and strategy, participation, disclosures of interests, good governance, leadership skills, operations, business development, human resources development, corporate communication etc. The feedback received from Directors were then consolidated and placed before the Committee / Board for its evaluation. The Directors expressed their satisfaction with the evaluation process.

20. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is required to place a copy of Annual Return (in Form MGT-7) on the Company's website, web link of such annual return shall be disclosed in the Board's Report. viz. . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.

21. BOARD MEETINGS

During the financial year 2025-26, 7 (Seven) Board Meetings were held on May 06, 2025; May 30, 2025; August 13, 2025; August 26, 2025; October 31,2025; February 12, 2026 and March 26, 2026 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. Board and Committee Meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report. Board meeting dates are finalised in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. In accordance with the provisions of Schedule IV of Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), a separate meeting of the Independent Directors of the Company was held on February 12, 2026 to review the performance of Non-Independent Directors (including the Chairperson) and the entire Board.

The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board.

22 COMMITTEES OF THE BOARD

The Board of Directors compries the following Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

23. DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)© read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year ended March 31,2026, hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and of the profit and loss of the company for that period;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

e. The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The Directors, had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate company. Hence, disclosure of statement containing salient features of the Financial Statements of Subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is not applicable to the Company.

25. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited and Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares lodged for transfer.

26. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received disclosures in Form DIR - 8 from all the Directors' of the Company and has noted that the none of the Director is disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

27. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and integrity.

Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

As on the date of the report, the Board comprises, 3 Independent, 1 Non-Executive Non- Independent and 2 Executive Directors, details thereof have been provided in the Corporate Governance Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity.

The terms and conditions of appointment of the Independent Director are in compliance with the provisions of the Companies Act, 2013 and Listing Regulations and are placed on the website of the Company.

APPOINTMENT/RETIREMENT OF INDEPENDENT DIRECTORS

During the year under review, there have been changes in the Board of Directors of the Company as detailed below:

Mr. Om Parkash Singal, Independent Director of the Company completed his tenure of 2 terms with the Company w.e.f. May 08, 2025. Mr. Ketan Chokshi (DIN 00303203) was appointed as an additional Independent Director w.e.f. May 09, 2025 in the Meeting of the Board of Directors of the Company held on May 06, 2025. His appointment as regularized in the 40th AGM held on July 16, 2025.

RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of the provisions Section 149, 152 of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Yogita Agrawal Non- Executive Director of the Company, retires at the ensuing AGM and being eligible, seeks reappointment.

A resolution seeking the re-appointment of Mrs. Yogita Agrawal forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on Friday, July 17, 2026.

The profile and particulars of experience, attributes and skills of Mrs. Yogita Agrawal have been disclosed in the annexure to the Notice of the Annual General Meeting.

b. Key Managerial Personnel (KMP)

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

- Shri Rajesh Agrawal, Chairman and Managing Director

- Shri Rakesh Agrawal, Managing Director

- Mr. Hitesh Kothari, Chief Financial Officer

- Ms. Arpita Doshi, Company Secretary and Compliance Officer (w.e.f. 26th March, 2026)

28. PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure D" to this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn is not being sent along with this annual report to the Members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of that drawn by the Managing Director or Whole-time Director.

29. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013., that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and Ethics.

30. INTERNAL FINANCIAL CONTROL SYSTEM

The Company continuously evolves in strengthening its internal control processes and has appointed M/s. Deepak Mehta & Associates, Chartered Accountants, as the Internal Auditor of the Company. The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

Procedures to ensure conformance with the policies, standards and delegations of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of Internal Audit System. The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required. The Audit Committee periodically reviews the Internal Control Systems and Internal Audit Reports. Further, the Board annually reviews the effectiveness of the Company's internal control system.

31. CORPORATE GOVERNANCE

A detailed Report on Corporate Governance, pursuant to the requirements of Regulation 34(3) of the Listing Regulations, forms an integral part of this Report. A Certificate from the Auditors of the Company, Mr. Jaswant Pawar., Chartered Accountant, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V (E) of the Listing Regulations, is annexed to this Report and M/s. Somani & Associates (Practicing Company Secretary) issued a certificate with regards to Non-Dis-Qualification of Directors of the Company as per Regulation 34(3) of SEBI (LODR) Regulations, 2015, is also annexed to this Report.

32. AUDIT COMMITTEE AND VIGIL MECHANISM

The Company has an Audit Committee pursuant to the requirements of the Section 177 of the Act read with the rules framed there under and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in the Report on Corporate Governance forming part of this Report.

During the Financial year 2025-26, the recommendations of the Audit Committee were duly approved and accepted by the Board of Directors.

The Business Responsibility Reporting, as required by Regulation 34(2) of the Listing Regulations, is not applicable to the Company for the Financial Year ending March 31, 2026. The Board of Directors of the Company has approved and adopted a Whistle Blower Policy of the Company for establishing a vigil mechanism for directors and employees to report genuine concerns regarding fraud or unethical behaviour as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In appropriate cases any personnel of the Company can have direct access to the audit committee. We affirm that no personnel has been denied access to the Audit Committee. The Whistle Blower Policy is posted on the website of the Company at

33. GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year:

> Details relating to deposits covered under Chapter V of the Act.

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

> Issue of sweat equity shares, bonus shares or employees stock option plan.

> The Company has constituted Anti Sexual Harassment Committee and during the year under review, there were no cases were reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

> There were no frauds reported by the Auditors under Sub section (12) of Section 143 of the Companies in (Amendment) Act, 2015, to the Audit Committee, Board of Directors or Central Government.

> The Company has complied with applicable laws, listing regulations and Secretarial Standards.

> Details of application made on any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

34. ACKNOWLEDGEMENTS

The Company will soon complete glorious 41 eventful years of the existence. Very few brands continue to remain relevant and become iconic over such a long passage of time. The Directors are proud of the rich heritage. The Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, the Company's achievements would not have been possible.

The Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

ANNEXURE A TO THE DIRECTORS' REPORT

Statement pursuant to Section 134 (1) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014

A. Conservation of Energy

The Company does not belong to the category of power intensive industry and hence consumption of power is not significant. However, the management gives due importance to conservation of energy wherever feasible, and also reviews from time to time, the measures taken / to be taken for reduced and prudent consumption and conservation of energy.

B. Technology Absorption, Research & Development

i. Research & Development (R & D)

The Company undertakes from time to time, studies for process improvement and plant design development, to improve quality and performance of its products, to substitute imported material and components and to economies the production costs. Based on these studies, appropriate actions are taken to achieve these goals. In absence of a separate research & development department, it is difficult to quantify the amount spent on research & development.

ii. Technology Absorption, Adaption and Innovation

Efforts are made to absorb the advances in technology with suitable modifications to cater to local needs. The Company keeps itself updated with the latest technological innovations by way of constant communication, personal discussions etc.

C. Foreign Exchange Used

Foreign exchange used during the year: Rs. 7,04,27,432/-

ANNEXURE B TO THE DIRECTORS' REPORT

Form No. AOC-2

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including arm's length transactions under third proviso thereto:

ANNEXURE C TO THE DIRECTORS' REPORT

FORM NO.: MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2026

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.: 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Elegant Marbles and Grani Industries Limited E 7/9, RIICO Industrial Area, Abu Road - 307 026,

Rajasthan.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Elegant Marbles and Grani Industries Limited herein after called ("the company"). The secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Elegant Marbles and Grani Industries Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct to secretarial audit, we, hereby report that in our opinion, the company has, during the period covering the financial year ended on 31st March 2026, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Elegant Marbles and Grani Industries Limited ("the Company") for the financial year ended on 31st March 2026, according to the provisions of:

(i) The Companies Act, 2013 ('the Act') and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not Applicable during the audit period;

(v) The following Regulations and Guidelines prescribed under Securities and Exchange Board of India Act, 1992 (SEBI Act): -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (There were no events requiring compliance during the audit period)

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Depository and Participants) Regulations 2018;

f. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (There were no events requiring compliance during the audit period)

g. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (There were no events requiring compliance during the audit period)

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (There were no events requiring compliance during the audit Period).

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (There were no events requiring compliance during the audit period).

j. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (There were no events requiring compliance during the audit period.)

k. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals.

We have relied on the representation made by the company and its officers for the systems and mechanisms formed by the company for compliances under the other applicable Acts, Laws and Regulations as mentioned by the company in its Management Representation letter.

We have also examined compliance with the applicable clauses:

a) Secretarial Standards issued by the Institute of Company Secretaries of India.

b) The Listing Agreements entered into by the Company with Stock Exchange(s) read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has prima facie complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following specific observations:

1. The Company filed Form IEPF-2 (Statement of unclaimed and unpaid amounts) for the financial year 2024-25 with additional fees, as the same was filed beyond the prescribed due date of 60 days from the date of the Annual General Meeting held on 16th July, 2025, as required under Rule 5(8) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with Section 124 and Section 125 of the Companies Act, 2013.

2. The Company has filed Form MGT-15 (Report on Annual General Meeting) for the Annual General Meeting held on 16th July, 2025 with additional fees, as the same was filed beyond the prescribed period of 30 days as required under Section 121(1) of the Companies Act, 2013 read with Rule 31(2) of the Companies (Management and Administration) Rules, 2014.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance in accordance with the provisions of Companies Act, 2013 and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

The decisions of the Board Meetings were carried out with the requisite majority.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company had not transacted any activities having a major bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

This Report is to be read with our letter of even date which is annexed as Annexure- A and forms an integral part of this Report.

Annexure A

To,

The Members,

Elegant Marbles and Grani Industries Limited

E 7/9, RIICO Industrial Area, Abu Road - 307 026,

Rajasthan.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company, our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. The compliance by the Company of the applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE D TO DIRECTORS' REPORT

Information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year:

Non-Executive Directors received no remuneration, except sitting fees for attending Board / Committee meetings. The details of sitting fees paid to Non-Executive Directors is provided in Corporate Governance Report.

II. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

The remuneration of Mr. Rajesh Agrawal, Chairman & Managing Director and Mr. Rakesh Agrawal Managing Director of the Company increased by 12.50% during the period under review. There was no increment in the remuneration of Chief Financial Officer or the Company Secretary during the period under review.

III. The median remuneration of employees in the financial year 2025-26:

The median remuneration of the employees of the Company during the financial year was Rs. 6,43,771/-.

IV. The number of permanent employees on the rolls of Company as on March 31, 2026

62 Employees.

V. Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average percentile increase is approx. 50% and there is no change in Managerial Remuneration.

VI. Affirmation that the remuneration is as per the remuneration policy of the Company:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid is as per its remuneration policy. The particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as none of the employees draw salary in excess of the limits prescribed under the Act. The Report and the Accounts are being sent to the Members excluding the statement containing the names of top ten Employees in terms of Remuneration drawn. In terms of Section 136 of the Act, the details of top ten Employees are open for its Inspection at the Registered Office of the Company. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.