pg industry ltd Directors report

STATEMENT OF COMPANYS AFFAIRS

During the year under review, the Company achieved the sales turnover of 11406.09 Lakhs as against 7516.15 Lakhs of the previous financial year. The profit before tax and profit after tax are at 116.66 Lakhs and 77.07 Lakhs respectively for the Financial Year 2022 23 as against 81.55 and 55.70 Lakhs for the previous financial year.

RESERVES

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

DIVIDEND

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.

DEPOSITS

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 15,25,00,000.00 divided into 3,05,00,000 equity shares of 5 each. The paid up equity capital of the Company is 5,97,36,540.00 divided into 1,19,47,308 equity shares of 5 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, 2023, Eleven 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:

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, Mr. Amit Dalmia (DIN: 00083646) retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself 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

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Nomination and Remuneration Committee reviews and evaluates the resumes of potential candidates vis-a-vis the required competencies. The Nomination and Remuneration Committee also meets with potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

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. The Nomination and Remuneration Committee has defined the evaluation criteria and the performance evaluation process for the Board, its Committees and Directors. The Boards functioning is evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning. 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.

AUDITORS:

The Auditors Report for the Financial Year ended 31st March, 2023 do not contain any qualification, reservation, adverse remark or disclaimer. 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.

Explanation on Comments of Secretarial Auditor in Secretarial Audit Report for the Financial Year ended 31st March, 2023:

(i) The company is required to appoint Chief Financial officer in accordance with the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is liable under provisions of Section 203(5) of the Companies Act, 2013.

The Board of Directors are trying its best to appoint C.F.O and assure they will appoint C F O at earliest. (ii) The Company has not submitted disclosure of Related party transactions for the half year ended September, 2022 within prescribed time period. The management discussed the Non compliance which was unintentional and inadvertent and asserted that it shall not repeat in future. (iii) The listed entity has revised Shareholding Pattern for the quarter ended September, 2022. The management discussed the same and has promptly made correction as needed. (iv) The Company has not submitted Financial results for the year ended March, 2022 within prescribed time period.

The management discussed the same and filed the Results on 07^th June 2022 without any further delay. (v) The Company has not submitted Financial results for the quarter ended September, 2022 within prescribed time period. The management discussed the Non compliance which was unintentional and inadvertent and asserted that it shall not repeat in future. The Listed entity has filed the same on 14^th March 2023. (vi) The Company has not submitted Financial results for the quarter ended December, 2022 within prescribed time period. The Financial Results for the Quarter ended on 31.12.2022 were approved by the Board of Directors of the Company in a Board Meeting held on 14.02.2023. Outcome of Board Meeting U/r 30 of SEBI (LODR) Regulation was given to Stock Exchange on the same day within 30 minutes of conclusion of Board Meeting. Mr. Anil Kumar who was suffering from Cough and Cold from past some days and who had taken COVID Test on previous day, had also attended the Board Meeting and meanwhile at the conclusion of Board Meeting, His Report came to positive. This situation resulted in chaos and fear in the Board Room and before uploading the UFR, all members and employees present over there went for isolation. The Office resumed after a week and on the presumption that results were uploaded on that day of the Board Meeting, thereby delaying the uploading of UFR.

The Board came to know through verification of our own records on 07.04.2023 that the UFR for quarter ending on 31.12.2022 were not uploaded and taking corrective steps, we uploaded the results on 07.04.2023. (vii) The Company has failed publish financial results in newspaper for the quarter ended September, 2022. The management discussed the Non compliance which was unintentional and inadvertent and asserted that it shall not repeat in future. (viii) The Company has not submitted intimation under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended September, 2022 and December, 2022 within prescribed time period. The management discussed the Non compliance which was unintentional and inadvertent and asserted that it shall not repeat in future.

(ix) The Company has not submitted intimation under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March, 2022 and June, 2022 Due to non- occurrence of the specified event and non-receipt of RTA confirmation under the regulation. The management discussed the Non compliance which was unintentional and inadvertent and asserted that it shall not repeat in future.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory auditors nor the secretarial auditors have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against your Company by its officers and employees, the details of which would need to be mentioned in the Boards Report.

MAINTAINENCE OF COST RECORDS

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.

AUDIT COMMITTEE

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 31^st March 2023 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

In compliance with provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2022-23, The Managing Director and the Company Secretary have been nominated as Key Managerial Personnel.

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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the annual accounts for the financial year ended March 31, 2023 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, 2023;

(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.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

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

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:

A. CONSERVATION OF ENERGY

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

B. RESEARCH AND DEVELOPMENT

The Company did not have any activity during the year.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, the Company has made expenditure of 15,01,357/- in foreign currency.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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.

VIGIL MECHANISM FOR EMPLOYEES E.T.C.

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

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The Annual Return as on 31^st March 2023 is available on your Companys website: www.pgil.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure IV of the Directors Report.

INTERNAL FINANCIAL CONTROLS

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.

DETAILS IN RESPECT OF FRAUDS

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.

CORPORATE GOVERNANCE REPORT

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.

COMPLIANCE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT 2013:

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

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.

All Related Party and transactions with them has 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.

All the contracts/arrangements/transactions entered with related party for the year under review were on Arms Length basis. Company has entered into material related party transactions during the year under review. Further disclosure in Form AOC-2 is as attached as Annexure V.

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).

CORPORATE SOCIAL RESPONSIBILITY

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.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

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.

POLICY FOR PRESERVATION OF DOCUMENTS

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.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS

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.

RISK MANAGEMENT POLICY

Enterprise Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entitys objective.

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.

CAPITAL AND DEBT STRUCTURE

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:- 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 d) Issue of Employee Stock Option Scheme to employees of the company e) There is no subsidiary, Associate and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year. f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Companys operations in future. g) Purchase of or subscription for shares in the company by the employees of the company. h) There is no material subsidiary of company, so no policy on material subsidiary is required to be adopted. i) There is no Corporate Insolvency Resolution Process under IBC 2016 initiated against the Company. j) The Company did not made 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 2022 23.

ACKNOWLEDGEMENT

Your Directors express their sincere thanks and appreciation for the cooperation received from the Investors, Shareholders, Banks and Business Associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the Employees to the Companys progress during the year under review.

Form No. MR-3 Secretarial Audit Report

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] for the Financial year ended 31st March, 2023 To, The Members,

MARBLE CITY INDIA LIMITED

(Formerly known as P G INDUSTRY LIMITED) A - 30, S - 11, Second Floor, Kailash Colony New Delhi-110048

I have conducted the Secretarial Audit of the compliance of applicable, statutory provisions and the adherence to good corporate practices by MARBLE CITY INDIA LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Opinion

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2023 and made available to me, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the Rules made thereunder, as applicable; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowing. v. The following Regulations and Guidelines prescribed under the 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 (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to the Company during the Audit Period); d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not Applicable to the Company during the Audit Period); e. 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; (Not Applicable to the Company during the Audit Period);

I have also examined compliance with the applicable clauses of the following:

i. The Secretarial Standards issued by the Institute of Company Secretaries of India. ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I report that, during the period under audit and review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above.

I further report that, there were no events / actions in pursuance of:

a) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; b) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and c) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, requiring compliance thereof by the Company during the financial year.

I further report that, based on the information provided and the representation made by the Company and also on the review of the compliance reports of Company Secretary taken on record by the Board of Directors of the Company, in my opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable general laws like Labour laws and Environmental laws.

I further report that;

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

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

I further report that during the audit period the company has not made any major changes in the following events/actions in pursuance of the below law, rules, regulations and guidelines.

i. Public/Right/Preferential issue of shares / debentures/sweat equity, etc. ii. Redemption / buy-back of securities iii. Foreign technical collaborations

I further report that;

During the period under audit and review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except following;

(i) Please refer Annexure A Discrepancies found during our audit as annexed to this report.

Annexure A DISCREPANCIES FOUND DURING THE AUDIT

The company is required to appoint Chief Financial officer in accordance with the provisions of Section 203 of the Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company is liable under provisions of Section 203(5) of the Companies Act, 2013.

(i) The Company has not submitted disclosure of Related party transactions for the half year ended September, 2022 within prescribed time period. (ii) The listed entity has revised Shareholding Pattern for the quarter ended September, 2022 (iii) The Company has not submitted Financial results for the year ended March, 2022 within prescribed time period. (iv) The Company has not submitted Financial results for the quarter ended September, 2022 within prescribed time period. (v) The Company has not submitted Financial results for the quarter ended December, 2022 within prescribed time period. (vi) The Company has failed publish financial results in newspaper for the quarter ended September, 2022. (vii) The Company has not submitted intimation under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended September, 2022 and December, 2022 within prescribed time period. (viii) The Company has not submitted intimation under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March, 2022 and June, 2022 Due to non-occurrence of the specified event and non-receipt of RTA confirmation under the regulation.

To,

The Members,

MARBLE CITY INDIA LIMITED

(Formerly known as P G INDUSTRY LIMITED) A - 30, S - 11, SECOND FLOOR, KAILASH COLONY NEW DELHI-110048

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

PARTICULARS OF EMPLOYEES AND

REMUNERATION

[Pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] Explanation: (i) the expression “median” means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values)

Thirty Eight

Average percentile Increase in the salaries of Employees 4.31

Average percentile Increase in Managerial Remuneration 0.00

It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

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