Dear Members,

The Board of Directors are delighted to present the Thirty Nineth 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, 2024.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, 2024 is summarized below:

( in lakhs)

In F.Y. 2023-24, the Company bettered its performance as its profit increased to 405.21 lakhs as against 303.86 lakhs in F.Y. 2022-23. The growth

was propelled by a surge in demand from the residential and commercial segment.

2. STATE OF THE COMPANY'S AFFAIRS

Your Company's income from operations during the year under review is Rs. 3,422.42 lakhs as compared to INR Rs. 3,564.86 Lakhs in the previous year. The total Profit during the year under review is Rs. 405.21 lakhs as against Rs. 303.86 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.

3. DIVIDEND

Considering the consistent financial performance of your Company and promising future prospects, the Board of Directors are pleased to recommend a Final Dividend of Rs. 2.75/- per equity share (27.50% per Equity Share of Face Value of Rs.10/- each) for the financial year ended on March 31, 2024 at its Meeting held on May 29, 2024. 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 Tuesday, July 23, 2024. If approved, the dividend would result in a cash outflow of Rs. 81.49 Lakhs.

The dividend once approved by the Shareholders will be paid before August 21, 2024.

4. BOOK CLOSURE

The Register of Members and the Share Transfer Books of the Company will be closed from Wednesday, July 17, 2024 to Tuesday, July 23, 2024 (both days inclusive) for the purpose of AGM and for determining entitlement of Members to final dividend for the financial year ended March 31, 2024, 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.

5. 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, 2024 in the profit and loss account.

6. SHARE CAPITAL

During the year under review, there have been changes in Share Capital as under:

1. There has been an Inter promoter transfer of an aggregate of 50,000 Equity Shares of the Company on September 25, 2023. 25,000 Equity Shares of the Company have been transferred from Mr. Rajesh Agrawal to Mrs. Alka Rajesh Agrawal & 25,000 Equity Shares of the Company are transferred from Mr. Rakesh Agrawal to Mrs. Divya Rakesh Agrawal. The transfer is amongst members of the promoter/promoter group who are also immediate relatives, in the nature of gift for nil consideration. All applicable Compliances have been in this regard. The aggregate shareholding of Promoter and Promoter Group before and after the aforesaid inter-se Transfer remains same.

2. 6,97,000 Equity Shares of the Company have been bought back, such buyback has been approved by the Board of Directors on November 11, 2023 and Shareholders by means of Postal Ballot special resolution on December 22, 2023, for cash at a price of Rs. 385/- per shares, by tender offer route Stock Exchange Mechanism. The extinguishment of 6,97,000 (Six Lakhs Ninety Seven Thousand) Equity Shares accepted under the Buyback, has been completed on February 02, 2024. Post Buyback Share Capital is Rs. 2,96,30,000.

Further, 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, 2024 was 2,96,30,000 comprising of 29,63,000 equity shares of 10 each.

The promoters holding as on March 31, 2024 is as below:

7. BUSINESS OVERVIEW

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.

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.

8. 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.

9. 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.

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 2023-24 in accordance with Section 135 of the Companies Act, 2013.

14. 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.

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, 2024 to the stock exchange and has also published the same on the website of the 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.

a. Statutory Auditors & Auditor's Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. SDBA & Co., Chartered Accountants (Firm Registration No. 142004W) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 34th Annual General Meeting held on 25th July, 2019 until the conclusion of 39th Annual General Meeting of the Company to be held in the calendar year 2024, The Audit Committee and the Board has proposed to recommend to appoint M/s. JD Pawar & Associates, Chartered Accountants (Firm Registration Number: 141721W) in place of existing Statutory Auditors M/s. SDBA & Co.,

Chartered Accountants on account of completion of their term as Statutory Auditors of the Company for an initial term of five consecutive

years subject to approval of Shareholders in the ensuing Annual General Meeting.

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.

b. Secretarial Auditor and Secretarial Audit Report

The Board appointed Shri Virendra G. Bhatt, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24 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, 2024 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 2023-24, 5 (five) Board Meetings were held on May 25, 2023; August 10, 2023; November 11, 2023, February 12, 2024 and

March 29, 2024 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 March 29, 2024 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.

23 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.

In terms of the provisions of Section 134(3)c read with Section 134(5) of the Companies Act, 2013, the Board of Directors, in respect of the year

ended March 31, 2024, 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.

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 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.

Two Independent Directors have been appointed by an approval of the Shareholders by means of a special resolution passed through Postal

Ballot.

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, the following changes have been made in the Board of Directors of the Company:

b) Mr. Ramchandra Chawla (DIN: 00017992), having successfully completed 2 terms of being associated with the Company in the capacity of an Independent Director, retire from the position of an Independent Director w.e.f. March 31, 2024 on account of completion of his tenure. The Board placed on record its sincere appreciation for the contribution made by him during his tenure.

c) Mr. Ayush Bagla (DIN: 01211591) has been appointed as an Independent Director, for an initial term of 5 consecutive years commencing from the date of appointment i.e. April 01, 2024 to March 31, 2029, by approval of the Board of Directors at their Meeting on May 29, 2024 and Approval of Shareholders by means of Postal Ballot Special resolution dated May 10, 2024.

d) Mr. Jayesh Dadia (DIN: 00053633) has been appointed as an Independent Director, for an initial term of 5 consecutive years commencing from the date of appointment i.e. April 01, 2024 to March 31, 2029, by approval of the Board of Directors at their Meeting on May 29, 2024 and Approval of Shareholders by means of Postal Ballot Special resolution dated May 10, 2024.

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, Mr. Rakesh Agrawal (DIN: 00017951) Managing Director of the Company, retires at the ensuing AGM and being eligible, seeks reappointment.

A resolution seeking the re-appointment of Mr. Rakesh Agrawal forms part of the Notice convening the ensuing Annual General Meeting

scheduled to be held on, Tuesday, July 23, 2024.

The profile and particulars of experience, attributes and skills of Mr. Rakesh 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

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, M/s SDBA & Co., Chartered Accountants, 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-Dis-Qualification 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 2023-24, 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, 2024. 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.

The Company will soon complete glorious 39 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.

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.

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 economise 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.

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

Foreign exchange used during the year: Rs 960.76/- Lakhs

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:

I 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 (hereinafter referred to as "the Company"). Secretarial Audit was conducted in a manner that provides me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Elegant Marbles and Grani Industries Limited's statutory registers, papers, minute books, forms and returns filed with the Registrar of Companies (‘the ROC'), soft copy of the various records sent over mail as provided by the Company and other relevant records maintained by the Company and also the information provided by the Company, its Officers and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024 ("audit period"), prima facie complied with the statutory provisions listed hereunder:

I have examined the statutory registers, papers, minutes books, forms and returns filed with the ROC and other relevant records maintained by the Company for the financial year ended on 31st March, 2024 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015; (d) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Though the following laws are prescribed in the format of Secretarial Audit Report by the Government, the same were not applicable to the Company for the financial year ended 31st March, 2024:- (a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (b) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (c) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (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 (Delisting of Equity Shares) Regulations, 2021; (vi) I further report that, based on the Compliance Report of various Laws submitted by Department Heads of the Company, I am of the opinion that the Company has prima facie proper system to comply with the applicable laws. (vii) I have also examined compliance with the applicable clauses and I am of the opinion that the Company has prima facie complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

During the audit period, I am of the opinion that the Company has prima facie complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. as mentioned above.

I further report that:

1. I have not examined the Financial Statements, Financial books, related financial Acts and Related Party Transactions etc., For these matters, I rely on the report of statutory auditors for Financial Statement for the financial year ended 31st March, 2024.

2. 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 audit period were carried out in compliance with the provisions of the Act.

3. As per the information provided, the Company has prima facie given adequate notice to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on agenda items before the meeting and for meaningful participation at the Meeting.

4. I was informed and I observed from the minutes of the Board and Committee Meetings that all the decisions at the Meetings were prima facie carried out unanimously.

5. There are prima facie 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.

6. The management is responsible for compliances of all business laws. This responsibility includes maintenance of statutory registers / files required by the concerned authorities and internal control of the concerned department.

7. The Company had passed the Special Resolution for the investments pursuant to the Section 186 of the Companies Act, 2013 up to 200 crores at the Annual General Meeting of the Company held on 24th September, 2014 however, the resolution does not specify the name of the Company and investment to be made.

8. The Company has declare a Final Dividend of Rs. 3.30/- (33%) per share on fully paid equity shares of the face value of Rs. 10/- each of the Company for the financial year ended 31st March, 2023.

9. The Company has Bought back 6,97,000 fully paid-up equity shares of the Company at a price of Rs. 385/- per equity share as approved by members through Postal ballot held on 22nd December, 2023.

10. As per the information provided by the Company, there were inter-se transfers of the shares of the Company between the Promoters in compliance with the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

11. During the audit period, the following changes took place in the constitution of the Board:

a. Mr. Rajesh Agrawal (DIN- 00017931) was Re-appointed as the Chairman and Managing Director of the Company pursuant to the provisions of Sections 178, 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 for a period of 3 (three) years with effect from 01st September, 2023 at the Annual General Meeting held on 02nd August, 2023.

b. Mr. Rakesh Agrawal (DIN- 00017951) was Re-appointed as the Managing Director of the Company pursuant to the provisions of Sections 178, 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 for a period of 3 (three) years with effect from 01st September, 2023 at the Annual General Meeting held on 02nd August, 2023.

c. Mr. Raj Kumar Mittal (DIN: 00020255), having successfully completed 2 terms of being associated with the Company in the capacity of an Independent Director, retired from the position of an Independent Director w.e.f. March 31, 2024 on account of completion of his tenure.

d. Mr. Ramchandra Chawla (DIN: 00017992), having successfully completed 2 terms of being associated with the Company in the capacity of an Independent Director, shall retire from the position of an Independent Director w.e.f. March 31, 2024 on account of completion of his tenure.

e. Mr. Ayush Bagla (DIN: 01211591) has been appointed as an "Additional Director Independent" of the Company by the Board of Directors in its Board Meeting held on March 29, 2024 w.e.f. April 01, 2024 and shall hold office for an initial term of 5 consecutive years commencing from the date of appointment i.e. April 01, 2024 to March 31, 2029, subject to approval of Shareholders at the ensuing Annual General Meeting or by means of Postal Ballot, as the case may be, within a period of three months thereof.

f. Mr. Jayesh Dadia (DIN: 00053633) has been appointed as an "Additional Director Independent" of the Company by the Board of Directors in its Board Meeting held on March 29, 2024 w.e.f. April 01, 2024 and shall hold office for an initial term of 5 consecutive years commencing from the date of appointment i.e. April 01, 2024 to March 31, 2029, subject to approval of Shareholders at the ensuing Annual General Meeting or by means of Postal Ballot, as the case may be, within a period of three months thereof.

12. During the audit period, there were no instances of:

i. Public / Rights / Preferential issue of shares / debentures / sweat equity etc.; ii. Issue of equity shares under Employee Stock Option Scheme; iii. Major decisions taken by the Members in pursuance to Section 180 of the Companies Act, 2013 which would have major bearing on the Company's affairs; iv. Merger / amalgamation / reconstruction etc.; vi. Foreign Technical Collaborations.

I further report that:

1. Maintenance of Secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these Secretarial Records based on my audit.

2. I have followed the audit practices and processes 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 the Secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. Wherever required, I have obtained the Management representation about the compliance of Laws, Rules and Regulations and happening of events etc.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of Company.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is the responsibility of the Management. My examination was limited to the verification of procedures on test basis.

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

7. Due to the inherent limitations of an audit including internal, financial and operating controls, there is an unavoidable risk that some Misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with the Standards.

. 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

The remuneration of Mr. Rajesh Agrawal, Chairman & Managing Director and Mr. Rakesh Agrawal Managing Director of the Company increased by 60% during the period under review. There was no increment in the remuneration of Director(s), Chief Financial Officer or the Company Secretary during the period under review.

III. The median remuneration of employees in the financial year 2023-24:

The median remuneration of the employees of the Company during the financial year was Rs.2,61,484 /-

IV. The number of permanent employees on the rolls of Company as on March 31, 2024

59 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.