Marble City India Ltd Directors Report

During the year under review, the Company achieved the sales turnover of ^8118.17 Lacs as against ^6488.03 Lacs of the previous financial year. The profit before tax and after tax are at ^588.20 Lacs and ^430.35 Lacs respectively for the Financial Year 2025 - 26.

The Company has not transferred any amount to reserves during the year under review.

The Company is putting continuous effort to expand its existing infrastructure, so the Company is not in a position to declare any dividend for the year. Therefore, no dividend is proposed to be declared.

The Company has not accepted any deposits from the public or its employees during the year under review. CAPITAL

The Authorized share capital of the Company is Rs. 25,00,00,000.00 divided into 5,00,00,000 equity shares of Rs. 5 each. The paid-up equity capital of the Company is Rs. 12,75,75,540.00 divided into 2,55,15,108 equity shares of Rs. 5 each.

1. The Board of Directors in its meeting held on May, 19th, 2025 approved the allotment of convertible warrants into 2,50,000 (Two Lakh Fifty Thousand only) Equity Shares of Face Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty Only) each, including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking pari-passu with existing equity shares of the Company to Person(s) belonging to Non-Promoter Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to INR 11,78,75,540 (Indian Rupees Eleven Crore Seventy-Eight Lakh Seventy-Five Thousand Five hundred and forty only) divided into 2,35,75,108 (Two Crore Thirty-Five Lakh Seventy-Five Thousand One Hundred and Eight) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

2. The Board of Directors in its meeting held on October, 17th, 2025 approved the allotment of convertible warrants into 40,000 (Forty Thousand only) Equity Shares of Face Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 100.50/- (Rupees Hundred and paisa fifty Only) each, including a premium of Rs. 95.50/- (Rupees Ninety and Fifty Paisa Only) each, ranking pari-passu with existing equity shares of the Company to Person(s) belonging to Non-Promoter Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to INR 11,80,75,540 (Indian Rupees Eleven Crore Eighty Lakh Seventy-Five Thousand Five hundred and forty only) divided into 2,36,15,108 (Two Crore Thirty-Six Lakh Fifteen Thousand One Hundred and Eight) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

3. The Board of Directors in its meeting held on January, 30th, 2026 approved the allotment of convertible warrants into 7,84,312 (Seven Lakh Eighty-Four Thousand Three Hundred and Twelve only) Equity Shares of Face Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each, including a premium of Rs. 12/- (Rupees Twelve Only) each, ranking pari-passu with existing equity shares of the Company to Person(s) belonging to Promoter Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to INR 12,19,97,100 (Indian Rupees Twelve Crore Nineteen Lakh Ninety-Seven Thousand One hundred only) divided into 2,43,99,420 (Two Crore Forty-Three Lakh Ninety-Nine Thousand Four Hundred and Twenty Only) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

4. The Board of Directors in its meeting held on February, 10th, 2026 approved the allotment of convertible warrants into 4,70,587 (Four Lakh Seventy Thousand Five Hundred and Eighty-Seven only) Equity Shares of Face Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each, including a premium of Rs. 12/- (Rupees Twelve Only) each, ranking pari-passu with existing equity shares of the Company to Person(s) belonging to Promoter Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to INR 12,43,50,035 (Indian Rupees Twelve Crore Forty-Three Lakh Fifty Thousand and Thirty-Five only) divided into 2,48,70,007 (Two Crore Forty-Eight Lakh Seventy Thousand and Seven Only) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

5. The Board of Directors in its meeting held on March, 03rd, 2026 approved the allotment of convertible warrants into 6,45,101 (Six Lakh Forty Five Thousand One Hundred and One only) Equity Shares of Face Value of INR 5/- each (Indian Rupees Five only) at a price of Rs. 17/- (Rupees Seventeen Only) each, including a premium of Rs. 12/- (Rupees Twelve Only) each, ranking pari-passu with existing equity shares of the Company to Person(s) belonging to Promoter Category on Preferential Basis.

Consequent to the said allotment, the paid-up Equity Share Capital of the Company stands increased to INR 12,75,75,540 (Indian Rupees Twelve Crore Seventy-Five Lakh Seventy-Five Thousand Five Hundred and Forty only) divided into 2,55,15,108 (Two Crore Fifty-Five Lakh Fifteen Thousand One Hundred and Eight Only) Equity Shares of Face Value of INR 5/- (Indian Rupees Five only) each.

MATERIAL CHANGES AND COMMITMENTS

The company has not made any material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

BOARD MEETINGS

During the Financial Year ended March 31, 2026, Sixteen Board Meeting were held and the maximum time gap between two meetings did not exceed 120 days. The dates on which the Board Meetings held were as follows:

Requisite quorum was present for all the meetings. The maximum gap between any two meetings did not exceed threshold period.

DIRECTORS

As on closing of the year, the board of directors was comprised of Five Directors with an optimum combination of Executive, Non-Executive and Independent Directors. The composition of the Board and category of Directors is as follows:

The Board meets regularly and is responsible for the proper direction and management of the Company.

In accordance with the provisions of the Articles of Association of the Company, Mrs. Usha Sharma (DIN: 07155779) retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made there under and are independent of the management.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of Section 178(3) of the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committees.

Directors were evaluated on aspects such as attendance, contribution at Board/Committee meetings and guidance/support to the management outside Board/Committee meetings. The Committees of the Board were assessed on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board, its Committees and the Directors.

The Chairman of the Board provided feedback to the Directors on the significant highlights with respect to the evaluation process of the Board.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of the Companies Act, 2013.

(i) Company has Equity (paid up capital and reserves) of Rs. 6902.06 Lacs and Borrowings including short term borrowing of Rs. 10503.79 Lacs as on 31st March, 2026. Borrowing are 1.52 times of Equity (paid up capital and reserves.)

These comments are self explanatory.

(ii) The Company has no pending litigations which have the impact on its financial position in its financial statements except stated herein below;

The Company has filed respective appeals before the appellate authorities and the matter is Sub-judice.

(i) The Company did not appoint a Chief Financial Officer (CFO) within the prescribed timeline under Regulation 26A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Although the Company appointed a CFO on 27 October 2025, the appointee resigned on 20 March 2026. Consequently, the position of CFO remained vacant for a substantial part of the reporting period, resulting in a recurring non-compliance relating to the appointment and continuity of a Key Managerial Personnel.

The Company has appointed Mr. Laxman as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from 1st August, 2026.

(ii) The Company continued to be in non-compliance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as it failed to appoint an Internal Auditor during the financial year. This non-compliance, which was also reported in the previous year, remains unrectified and indicates deficiencies in the Companys internal compliance monitoring framework, necessitating immediate corrective action.

The Board of Directors are trying its best to appoint Internal Auditor and assure they will appoint Internal Auditor at earliest.

(iii) The Company failed to conduct the Cost Audit and did not file Form CRA-4 for the financial year 2023-24 despite the appointment of a Cost Auditor. This non-compliance, which was also reported in the previous year, continues to remain unrectified. Despite the assurance provided by the Management, the Cost Audit has not been completed and Form CRA-4 remains pending for filing. The matter requires immediate corrective action to ensure compliance with the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder.

The Management has discussed the same and will file the same without any further delay.

(iv) During the reporting period, we have observed the following discrepancies under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Depositories and Participants) Regulations, 2018 and other applicable Regulations and Rules:

(i) The listed entity did not make the disclosure within the prescribed timeline under Regulation 23(9) of the SEBI (LODR) Regulations, 2015 for the half year ended March 2025. Subsequently, the Company also made a revised filing in respect of the disclosure originally filed within the prescribed timeline.

The Company has not taken adequate corrective action, as a similar delay was also observed in the previous year. The Management has acknowledged the delay and assured that necessary corrective measures will be taken to ensure timely compliance in future.

(ii) The listed entity failed to submit the annual audited financial results within the prescribed timeline under Regulation 33(3)(d) of the SEBI (LODR) Regulations, 2015 for the financial year ended 31st March 2025, resulting in delayed submission to the Stock Exchange.

This non-compliance was also observed in the previous year and continues to persist. The Company has paid a fine of Rs. 1,88,800/- for the delay and has assured that corrective measures will be implemented to prevent recurrence.

(iii) The listed entity failed to submit the Annual Secretarial Compliance Report for the financial year ended 31st March 2025 within the prescribed timeline under Regulation 24A of the SEBI (LODR) Regulations, 2015.

The Management has acknowledged that the delay was inadvertent and has assured that such instances will not recur in future.

(iv) The listed entity did not appoint a Chief Financial Officer (CFO) within the prescribed timeline under Regulation 26A(2) of the SEBI (LODR) Regulations, 2015. Although a CFO was appointed on 27 October 2025, the appointee resigned on 20 March 2026.

Consequently, the position of CFO remained vacant for a substantial part of the reporting period, resulting in a recurring non-compliance relating to the appointment and continuity of Key Managerial Personnel.

(v) As required under Regulation 46 of the SEBI (LODR) Regulations, 2015, the listed entity maintained a functional website. However, the information and statutory disclosures available on the website were not updated in a timely manner, and certain compliance-related information pertaining to previous quarters remained unavailable or outdated.

The Management has acknowledged the observation and undertaken to ensure timely updation of the website in future.

(vi) The listed entity failed to submit the outcome of the Board Meeting held on 30 May 2025 within the prescribed timeline of 30 minutes under Regulation 30(6) read with Part A of Schedule III of the SEBI (LODR) Regulations, 2015. The outcome was submitted on 02 June 2025.

The Management has stated that the delay was inadvertent and has assured that adequate internal compliance mechanisms will be strengthened to avoid recurrence.

(vii) The listed entity published the financial results with a delay and the newspaper publication did not contain the Quick Response (QR) Code and the details of the webpage where the complete financial results were available, resulting in non-compliance with the requirements of Regulation 47 of the SEBI (LODR) Regulations, 2015.

The Management has acknowledged the lapse and undertaken to strengthen its compliance review process to ensure adherence to the prescribed disclosure requirements.

(viii) The listed entity did not submit the confirmation under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 within the prescribed timeline for the quarter ended December 2025, resulting in delayed regulatory compliance.

The Management has assured that additional precautions will be taken to ensure timely compliance in future.

(ix) The listed entity failed to comply with the requirements of SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/97 dated 02 July 2025 relating to the Special Window for Re-lodgement of Transfer Requests of Physical Shares. The Company did not undertake the prescribed investor awareness/publicity measures and failed to demonstrate compliance with the obligations stipulated under the Circular during the special window period.

The Management has acknowledged the observation and undertaken to strengthen its compliance monitoring framework.

(x) The listed entity did not submit the audit report under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 within the prescribed timeline for the quarter ended June 2025. The Management has acknowledged the delay and assured timely compliance in future.

(xi) The listed entity failed to maintain a Structured Digital Database in the manner prescribed under Regulations 3(5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company was unable to demonstrate adequate maintenance of records relating to sharing of Unpublished Price Sensitive Information (UPSI) together with the requisite audit trail mechanism.

Cost records have been made and maintained by your Company as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

As on closing of the year, the Audit Committee of the company comprised Three Non-Executive Directors, of which two of them are Independent. The Chairman of the committee is an independent Director having financial and accounting knowledge. The composition of Audit Committee and attendance of Directors at committee meetings is shown below:

Statutory Auditors were invited to participate in the meetings of Audit Committee wherever necessary.

During the financial year ended 31st March 2026 the Audit Committee of the company met four times. The dates of the meetings were:

The Board has accepted all the recommendations of the Audit Committee during the year.

KEY MANAGERIAL PERSONNEL

• Ms. Shivi Sharma was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from 27th October, 2025 and ceased to hold office with effect from 20th March, 2026.

• Mr. Laxman was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from 1st August, 2026.

Accordingly, the composition of the Key Managerial Personnel of the Company was revised during the relevant period.

INSURANCE

The Properties and insurable assets and interest of your Company such as buildings, plant & machinery and stocks among others, are adequately insured.

BONUS ISSUE

During the year the Company has not issued any bonus shares.

(i) That in the preparation of the annual accounts for the financial year ended March 31, 2026 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

(iii) That 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;

(iv) That the directors had prepared the annual accounts on a going concern basis for the financial year ended on March 31, 2026;

(v) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) That 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 details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 have been stated in the notes to the Financial Statements forming part of Annual Report.

Pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014, the following information is provided:

Our Company is not an energy intensive unit, however regular efforts are made to conserve energy.

The Company did not have any activity during the year.

During the year, the Company has made expenditure of Rs. 2,51,53,534/- in foreign currency.

Statement containing information as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure II.

The detail of top ten employees in terms of remuneration drawn as per the provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been included in Annexure III.

There were no other employees in receipt of remuneration as prescribed under the provisions of Rule 5 (2)(i), (ii) and (iii) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mega Surfaces and Lifestyle Private Limited has become subsidiary of your Company w.e.f. 10 June 2025. The Company doesnt have any Joint Ventures and Associate Company during the year.

Your Company has established a vigil mechanism for reporting of concerns which is in compliance of the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and listing regulations. The Vigil Mechanism provides for framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or other unfair practice being adopted by them. Adequate safeguards are provided against victimization to those who avail of the mechanism, and access to the Chairman of the Audit Committee, in exceptional cases, is provided to them.

ANNUAL RETURN

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and No employees were required to be provided related benefits and entitlements in accordance with the requirements of the said Act during the year under review.

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

No fraud has been reported by auditors under sub - section (12) of section 143 of the Act other than those which are reportable to Central government.

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate section on Report of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached and form part of the Annual Report.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All Related Party and transactions with them have been presented to the Board of Directors in their respective Board Meeting. The Board Members overseen all the Related Party and the transactions. After the brief discussions on the following matters:

a) the name of the related party and nature of relationship;

b) the nature, duration of the contract and particular of the contract or arrangement;

c) the material terms of the contract or arrangement including the value, if any;

d) any advance paid or received for the contract or arrangement, if any;

e) the manner of determining the pricing and other commercials terms, both included as part of contract and not considered as part of contract;

f) whether all factors relevant to the contract have been considered, if not, the details of factors not considered with the rationale for not considering those factors; and

g) any other information relevant or important for the Board to take a decision on the proposed transaction.

The Board Authorized the Audit Committee for making the criteria for granting omnibus approval for Related Party Transactions.

All Related Party Transactions are presented to the Audit committee. Audit Committee consider the following items before making the Omnibus approval:

a) maximum value of the transactions, in aggregate, which can be allowed under the omnibus route in a year;

b) the maximum value per transactions which can be allowed;

c) extent and matter of disclosures to be made to the Audit Committee at the time of seeking omnibus approval;

d) review, at such intervals as the Audit Committee may deem fit, related party transaction entered into by the company pursuant to each of the omnibus approval made;

e) transactions which cannot be subject to the omnibus approval by the Audit Committee.

Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions was presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (www.pgil.com).

There is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are updated on the website of the Company (www.pgil.com).

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Companys organization structure, finance, human resources, facilities and risk management.

In terms of applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated policy for preservation of documents as specified in the Regulation.

In terms of Regulation 23(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company have incorporated policy to determine materiality of Related Party Transactions as specified in the Regulation.

The risks identified by the Company broadly fall into the following categories viz. strategic risks, operational risks, regulatory risks, financial and accounting risks, foreign currency and other treasury related risks and information systems risks. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks.

Board has laid down a risk management framework and policy to address the above risks. The objective of the policy is to identify existing & emerging challenges that may adversely affect the Company and manage risks in order to provide reasonable assurance to the various stakeholders. In the opinion of your Board, none of the risks which have been identified which may threaten the existence of the Company.

Your director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review except as disclosed: -

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

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company

The company has converted 19,00,000 warrants into equity allotted to Mr. Saket Dalmia and Mr. Amit Dalmia in the financial year 2025-26.

d) Issue of Employee Stock Option Scheme to employees of the company

e) During the year under review, Mega Surfaces and Lifestyle Private Limited became a subsidiary of the Company with effect from 10th June, 2025, pursuant to the acquisition of 76% stake by the Company. The Company has no Joint Venture or Associate Company.

g) Purchase of or subscription for shares in the company by the employees of the company.

h) The Company has a material subsidiary, and accordingly, the Company has adopted a Policy on Material Subsidiary in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

i) There is no Corporate Insolvency Resolution Process under IBC 2016 initiated against the Company.

j) The Company did not make any one-time settlement during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Complied all the Secretarial Standards as applicable during the Financial Year 2025 - 26.

ACKNOWLEDGEMENT