Elegant Marbles and Grani Industries Ltd

Dear Members,

The Board of Directors are delighted to present the Fourtieth 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, 2025.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.

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

In F.Y. 2024-25, the Company bettered its performance as its profit increased to 470.35 lakhs as against 405.21 lakhs in F.Y. 2023-24. The growth was propelled by a surge in demand from the residential and commercial segment.

Your Company's income from operations during the year under review is Rs. 2,853.48 lakhs as compared to INR Rs. 3,422.42 Lakhs in the previous year. The total Profit during the year under review is Rs. 470.35 lakhs as against Rs. 405.21 Lakhs during the previous year.

During the period under consideration, the revenue from operations was incredible.

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

Considering the consistent financial performance of your Company and promising future prospects, the Board of Directors are pleased to recommend a Final Dividend of Re.1/- per equity share (10 % per Equity Share of Face Value of Rs.10/- each) for the financial year ended on March 31, 2025 at its Meeting held on May 30, 2025. The said Final Dividend is subject to approval of the Shareholders of the Company in the ensuing Annual General Meeting (“AGM”) scheduled to be held on Wednesday, July16, 2025. If approved, the dividend would result in a cash outflow of Rs. 29.63 Lakhs.

The dividend once approved by the Shareholders will be paid before August15, 2025.

The Register of Members and the Share Transfer Books of the Company will be closed from Thrusday, July 10, 2025 to Wednesday, July 16, 2025 (both days inclusive) for the purpose of AGM and for determining entitlement of Members to final dividend for the financial year ended March 31, 2025, if approved at the AGM.

Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates as per Income Tax Act, 1961.

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, 2025 in the profit and loss account.

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, 2025 was ?2,96,30,000 comprising of 29,63,000 equity shares of ?10 each.

The promoters holding as on March 31, 2025 is as below:

The Company continues to maintain its reputation as one of the most reputed manufacturers & providers of choicest and exclusive range of Indian & Imported Marbles & Granites. The Company is reaping rich dividends on its carefully cultivated long-term relationships with several niche clients in India & abroad. The Company has strived to innovate in technology and marketing and has evolved accepting the changing customer demands and aspirations.

The Company is constantly improving its efforts on marketing its products through e-commerce on its website thereby keeping itself abreast with the latest trends in marketing and accepting the changing customer demands and aspirations. Online marketing is expected to assist the Company to strive in the world of e-commerce keeping watch on customers buying habits, expansion of market for niche products, Inventory Management and various other benefits thereby targeting the untapped online market in order to enhance the top line and revenue by achieving economies of scale. Aggressive marketing and rational utilization of resources by the Management of the Company has been an ongoing process as usual.

The Company has visualized many uncharted territories in terms of creating a better future for itself in terms of new products and a wider range of colors and the Company is well positioned to capture benefits of the upturn.

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.

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.

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.

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.

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.

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.

The expenditure towards Corporate Social Responsibility is not applicable to the company for the financial year 2024-25 in accordance with Section 135 ofthe 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.

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 31,2025 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 www.elegantmarbles.com.

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.

M/s. JD Pawar & Associates, Chartered Accountants have given a letter to the Company consenting their proposed appointment as Statutory Auditors and have given a certificate that their appointment shall be in accordance with the provisions of Section 139(1) and 141 of the Companies Act, 2013, The Auditors' Report is self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

The Board appointed Shri Virendra G. Bhatt, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2024-25 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 31,2025 is annexed herewith marked as Annexure C to this Report.

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

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.

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.

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.

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.

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. www.elegantmarbles.com. 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.

During the financial year 2024-25, 4 (four) Board Meetings were held on May 29, 2024; August 10, 2024; November 08, 2024 and January 25, 2025 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 January 25, 2025 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.

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.

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 31,2025, 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.

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.

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.

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.

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 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.

During the year under review, there have been no changes in the Board of Directors of the Company.

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) has been 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 09, 2025. His appointment is to be approved by the Shareholders in the Annual General Meeting of the Company.

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 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 Wednesday, July16, 2025.

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.

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. Pooja Ponda, Company Secretary and Compliance Officer

- There have been no change in the key managerial personal (KMP) during the year under review. Ms. Pooja Ponda, Company Secretary and Compliance Officer Resigned from the position w.e.f. May 31,2025

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 the that drawn by the Managing Director or Whole-time Director.

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.

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.

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 Mr. Virendra Bhatt (Practicing Company Secretary) issued a certificate with regards to Non-Disqualification of Directors of the Company as per Regulation 34(3) of SEBI (LODR) Regulations, 2015, is also annexed to this Report.

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 2024-25, 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, 2025. 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 www.elegantmarbles.com

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.

In conformity with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of companies Act, 2013 the cash flow statement for the financial year ended 31.03.2025 is annexed here to as a part of the Financial Statements

The Company has completed glorious 40 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.