The Board of Directors is pleased to present the 36th Annual Report of Glittek Granites Limited (“Company”),
together with the Audited Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended March 31, 2026 is summarised below:

(Amount in Lakhs)

2. TRANSFER TO RESERVES:

The Board does not propose to transfer any amount to the reserves for the financial year ended March 31, 2026.

3. DIVIDEND:

In order to conserve resources for the Company’s operations and proposed growth initiatives, the Board of
Directors has not recommended any dividend for the financial year ended March 31, 2026.

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the financial year ended March 31, 2026.
However, at its meeting held on June 25, 2026, the Board of Directors approved the alteration of the Main
Object Clause of the Memorandum of Association of the Company, with a view to enabling the Company to

diversify and undertake new business activities. The proposed alteration is subject to the approval of the
Members of the Company at the ensuing 36th Annual General Meeting and such other statutory and regulatory
approvals, as may be applicable. Upon obtaining the requisite approvals, the Company proposes to commence
the proposed new business activities and accordingly, the nature of business of the Company will undergo a
change.

5. MATERIAL CHANGES AND COMMITMENTS:

The material developments occurring between the end of the financial year till the signing of this report are set
out below.

Pursuant to the Share Purchase Agreement dated January 6, 2026 and completion of the mandatory open offer
under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the Acquirers acquired,
in aggregate, 1,83,24,613 equity shares, representing 70.59% of the fully diluted equity share capital of the
Company. This comprised 1,63,51,010 equity shares, representing 62.99%, acquired under the Share Purchase
Agreement and 19,73,603 equity shares, representing 7.60%, acquired through the open offer. Consequently,
there was a change in the control and management of the Company, and the Board of Directors and Key
Managerial Personnel were reconstituted with effect from June 25, 2026.

Subsequently, at its meeting held on June 25, 2026, the Board approved, subject to the requisite approval of the
members and other statutory and regulatory approvals, the proposed diversification of the Company’s business,
alteration of the Main Objects Clause and Name Clause of the Memorandum of Association and shifting of the
Registered Office of the Company from the State of Karnataka to the State of Maharashtra.

6. SHARE CAPITAL:

During the financial year under review, there was no change in the authorised, issued, subscribed or paid-up
share capital of the Company.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

The Company has not declared any dividend since its incorporation. Accordingly, there was no unpaid or
unclaimed dividend or corresponding share liable to be transferred to the Investor Education and Protection
Fund during the year under review.

8. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Pursuant to the provisions of Section 134(3)(g) of the Companies Act, 2013, the particulars of loans given,
guarantees provided and investments made by the Company, as covered under Section 186 of the Companies
Act, 2013, have been disclosed in Note 7 to the Financial Statements.

9. DEPOSITS:

During the year under review, the Company did not accept any deposit within the meaning of Sections 73 to 76
of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

At the beginning of the year, unsecured loans of ^120.10 lakh from Mr. Ashoke Agarwal, then Chairman and
Managing Director, and ^44.03 lakh from Mr. Tushar Agarwal, then Managing Director, were outstanding.
These amounts were fully repaid during the year and were treated as amounts not constituting deposits in
accordance with Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014. The Company had
obtained declarations from the respective Directors confirming that the amounts were not sourced from funds
borrowed or accepted by them from any other person.

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

During the year under review, no entity became or ceased to be a subsidiary, joint venture or associate of the
Company.

11. RELATED PARTY TRANSACTIONS:

All related party transactions entered into during the financial year under review were in the ordinary course of
business and on an arm's length basis and were undertaken in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. Details of
such transactions are disclosed in the financial statements and the notes forming part of the Annual Report. The
particulars of contracts or arrangements with related parties in Form AOC-2 are annexed to this Report as
Annexure 1.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, there was no change in the composition of the Board of Directors or
the Key Managerial Personnel of the Company.

Subsequent to the close of the financial year, pursuant to the change in control and management of the Company,
the following changes took place in the composition of the Board and Key Managerial Personnel:

Appointments of Directors and Key Managerial Personnel:

At its meeting held on June 25, 2026, the Board of Directors, on the recommendation of the Nomination and
Remuneration Committee and subject to approval of the members and other applicable approvals, wherever
required, approved the following appointments with effect from June 25, 2026:

1. Mr. Maheshkumar Jatashankar Thanki (DIN: 00045946) was appointed as an Additional Director and
designated as Chairperson and Whole-time Director of the Company for a term of five years.

2. Mr. Bhargav Girjashankar Thanki (DIN: 00046364) was appointed as an Additional Director of the
Company and was further designated as Managing Director of the Company for a period of five
consecutive years.

3. Mr. Bhavin Harihar Thanki (DIN: 00046393) was appointed as an Additional Director of the Company
and was further designated as a Whole-time Director of the Company for a period of five consecutive
years.

4. Dr. Deependra Singh (DIN: 03020561) was appointed as an Additional Director in the capacity of an
Independent Director of the Company.

5. Mr. Sunil Kumar Bansal (DIN: 00713868) was appointed as an Additional Director in the capacity of
an Independent Director of the Company.

6. Mrs. Kavita Rakesh Shah (DIN: 02566732) was appointed as an Additional Director in the capacity of
an Independent Woman Director of the Company.

7. Mr. Gautam Ashwinkumar Thanki (PAN: AEMPT5371B) was appointed as the Chief Financial Officer
and Key Managerial Personnel of the Company.

The appointments of the aforesaid Additional Directors, including the appointments of the Managing Director
and Whole-time Directors, are subject to the approval of the members of the Company and such other approvals
as may be required under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and other applicable laws.

Cessation of Directors and Key Managerial Personnel:

At its meeting held on June 25, 2026, the Board of Directors took note of the resignations of the following
Directors and Key Managerial Personnel:

1. Mr. Ashoke Agarwal (DIN: 00050213) resigned from the office of Managing Director of the Company.

2. Mr. Tushar Agarwal (DIN: 07484201) resigned from the office of Managing Director of the Company.

3. Mr. Siddhartha Agarwal (DIN: 07987858) resigned from the office of Independent Director of the
Company.

4. Mr. Manish Killa (DIN: 01099954) resigned from the office of Independent Director of the Company.

5. Mrs. Malvika Sureka (DIN: 09481072) resigned from the office of Independent Woman Director of the
Company.

6. Mr. Ashok Kumar Modi (PAN: AIBPM4054H) resigned from the office of Chief Financial Officer and
ceased to be a Key Managerial Personnel of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the requisite declarations from the Independent Directors presently on the Board
under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations,
confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations and are not aware of any circumstance or situation that
could impair or affect their ability to discharge their duties independently.

Further, in the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified
in the Companies Act, 2013 and the Rules made thereunder and are independent of the management and the
Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1)
of the Act and applicable rules thereunder) of all Independent Directors on the Board. The Independent
Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act.

14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Pursuant to Section 134(3)(e) read with Section 178(3) of the Companies Act, 2013 and Regulation 19 read
with Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has formulated a Nomination and Remuneration Policy relating to the appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy, inter alia, lays down the criteria for determining qualifications, positive attributes and independence
of Directors and provides the framework relating to remuneration of Directors, Key Managerial Personnel,
Senior Management Personnel and other employees, as applicable.

The Nomination and Remuneration Policy is available on the website of the Company at
https://www.glittek.com/.

15. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report, prepared in accordance with Regulation 34(3) read with Part
B of Schedule V to the SEBI Listing Regulations, forms part of Annual Report and includes a discussion of the
Company’s operations, financial performance, opportunities, threats, risks and outlook.

16. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report, together with a certificate confirming compliance with the conditions of
corporate governance prescribed under Schedule V to the SEBI Listing Regulations, forms an integral part of
this Annual Report.

17. NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 9 (Nine) times during the year under review. The dates of the
Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate
Governance Report, which forms a part of this Report.

18. COMMITTEES OF THE BOARD OF DIRECTORS:

As on March 31, 2026, the Board had three statutory committees, namely the Audit Committee, the Nomination
and Remuneration Committee and the Stakeholders Relationship Committee. Details of their composition,
meetings and attendance are provided in the Corporate Governance Report forming part of this Annual Report.
During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

19. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE:

During the year under review, the provisions of Corporate Social Responsibility were not applicable to the
Company. Accordingly, the Company was not required to constitute a Corporate Social Responsibility
Committee or incur expenditure under Section 135 of the Companies Act, 2013 for the year under review.

20. BOARD EVALUATION:

The annual evaluation of the performance of the Board, its Committees and individual Directors, including the
Chairperson, for the financial year 2025-26 was carried out based on the evaluation process completed for FY
2025-26 in accordance with the applicable provisions of the Companies Act, 2013, the SEBI Listing
Regulations and the Company’s performance-evaluation framework. The evaluation was based on structured
criteria covering, inter alia, Board and Committee composition, participation and contribution, discharge of
responsibilities, governance practices and the quality and timeliness of information provided to the Board.

At their separate meeting, the Independent Directors reviewed the performance of the Non-Independent
Directors, the Board as a whole and the Chairperson, taking into account the views of the Executive and Non¬
Executive Directors. They also assessed the quality, quantity and timeliness of the flow of information between
the management and the Board necessary for the Board to discharge its duties effectively.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and
proper explanations have been provided for material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as of March 31, 2026 and of the loss of the Company for the year ended on
that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going-concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and such
internal financial controls were adequate and operating effectively; and

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

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established a comprehensive internal control system and monitoring mechanisms to enhance
operational efficiency, mitigate risks, ensure optimum utilization of resources, and strengthen accountability
across the organization.

The internal financial controls framework, forming an integral part of the overall internal control system,
provides reasonable assurance regarding the accuracy and reliability of financial reporting and the preparation
of financial statements in accordance with the applicable accounting standards and regulatory requirements.

Recognising the growing importance of information security in a digital environment, the Company has also
implemented appropriate cyber security measures and controls to safeguard its information assets, systems, and
data from potential cyber threats and unauthorized access. These controls are periodically reviewed and
strengthened to address evolving cyber security risks and support business continuity.

23. FRAUD REPORTING:

During the year under review, no fraud was reported by the Statutory Auditor under Section 143(12) of the
Companies Act, 2013 which required reporting under Section 134(3)(ca) of the Act.

24. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the annual return of the Company is
available on its website https://www.glittek.com/.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts)
Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange
earnings and outgo are set out in Annexure 2 to this Report.

26. BUSINESS RISK MANAGEMENT:

The Board periodically reviews the principal risks that may affect the Company’s operations or threaten its
existence and oversees the implementation of appropriate risk-mitigation measures. The Company’s risk-
management framework is designed to identify, assess, monitor and mitigate strategic, operational, financial,
regulatory, information-security and other material risks.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant or material order was passed by any regulator, court or tribunal during the year under review that
would affect the going-concern status of the Company or its future operations.

28. AUDITORS:

? Statutory Auditors & their Report

The term of office of the existing Statutory Auditors of the Company, GRV & PK, Chartered Accountants, shall
conclude upon the conclusion of the ensuing 36th Annual General Meeting of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors has recommended the
appointment of R. R. Tibrewala & Co., Chartered Accountants (ICAI Firm Registration No. 112387W), as the
Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of
the 36^th Annual General Meeting and continuing until the conclusion of the 41^st Annual General Meeting,
subject to the approval of the members at the ensuing Annual General Meeting.

The Company has received the requisite consent, eligibility certificate and confirmation from R. R. Tibrewala
& Co. that their proposed appointment, if approved, will be in accordance with Sections 139 and 141 and other
applicable provisions of the Companies Act, 2013, and the rules made thereunder.

Pursuant to Section 134(3)(f) of the Companies Act, 2013, the Board notes that the Statutory Auditors’ Report
on the Standalone Financial Statements for the financial year ended March 31, 2026 does not contain any
qualification, reservation, adverse remark or disclaimer. However, the Auditors have included an Emphasis of
Matter concerning the non-provision of interest on delayed payments to Micro and Small Enterprises under the
Micro, Small and Medium Enterprises Development Act, 2006.

The Board clarifies that the concerned vendors had agreed to accept the delayed payments without interest and
had neither raised any claim nor objected thereto. Accordingly, no provision for interest was recognised in the
financial statements. Since the amount of interest, if any, was not quantified, its impact on the Statement of
Profit and Loss could not be ascertained. The Company has since settled all outstanding principal dues payable
to Micro and Small Enterprises, and no such amount remained outstanding as at March 31, 2026.

? Cost Auditor

The maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014 were not applicable to the Company during the year under
review.

? Secretarial Auditor

Subsequent to the close of the financial year, Ms. Kriti Daga, Practising Company Secretary (Certificate of
Practice No. 14023), resigned as the Secretarial Auditor of the Company with effect from the conclusion of the
Board Meeting held on August 12, 2026, thereby creating a casual vacancy.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on August
12, 2026, appointed KJB & Co. LLP, Practising Company Secretaries (ICSI Firm Registration No.
L2020MH006601), to fill the casual vacancy caused by the resignation of the existing Secretarial Auditors,
with effect from August 12, 2026. The appointment is proposed for a term of five consecutive years,
commencing from the conclusion of the 36th Annual General Meeting and continuing until the conclusion of
the 41st Annual General Meeting, subject to the approval of the Members of the Company.

KJB & Co. LLP has provided its consent and confirmed that it is eligible and qualified to be appointed as the
Secretarial Auditors of the Company in accordance with the applicable provisions of the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by Ms. Kriti Daga, Practicing
Company Secretary, does not contain any qualification, reservation, adverse remark or disclaimer and is
annexed to this Report as Annexure 3. The Annual Secretarial Compliance Report for the year ended March
31, 2026 was also obtained and filed with BSE Limited in accordance with Regulation 24A of the SEBI Listing
Regulations.

29. STATEMENT REGARDING COMPLIANCES OF APPLICABLE SECRETARIAL
STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act,
2013.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and harassment-free workplace. It has complied with the
applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules made thereunder, including constitution of the Internal Committee, and has
adopted a policy for the prevention, prohibition and redressal of sexual harassment at the workplace.

No complaint was pending at the beginning of the year, no complaint was received or disposed of during the
year and no complaint remained pending at the end of the year. Accordingly, no complaint remained pending
for more than 90 days.

31. MATERNITY BENEFIT STATEMENT:

During the year under review, the Company complied with the applicable provisions of the Maternity Benefit
Act, 1961. No instance of non-compliance was reported.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and adopted a Whistle Blower Policy in accordance with
Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The mechanism
enables Directors, employees and other eligible persons to report genuine concerns and provides adequate
safeguards against victimisation and direct access to the Chairperson of the Audit Committee in appropriate
cases. No person was denied access to the Audit Committee during the year.

The policy is available on the website of the Company at https://www.glittek.com/.

33. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure 4.
The information containing details of employees as required under Section 197 of the Act read with Rule 5(2)
and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
available for inspection at the registered office of the Company during business hours. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either
at the Registered/Corporate Office address or by email to info@glittek.com.

34. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND ONE¬
TIME SETTLEMENT:

Pursuant to Rule 8(5)(xi) and (xii) of the Companies (Accounts) Rules, 2014, it is hereby confirmed that, during
the year under review, no application was made or proceeding was pending against the Company under the
Insolvency and Bankruptcy Code, 2016. Further, there was no instance of any one-time settlement with any
bank or financial institution.

35. CAUTIONARY STATEMENT:

The statements contained in the Board’s Report contain certain statements relating to the future and therefore
are looking forward to within the meaning of applicable laws and regulations.

Actual results may differ from those projected due to various factors, including changes in economic conditions,
government regulations, tax laws, statutory requirements, market dynamics, and other related or unforeseen
factors.

36. ACKNOWLEDGEMENT:

The Board places on record its appreciation for the continued support and cooperation received from the
Company’s shareholders, customers, suppliers, bankers, employees, government authorities and any other
stakeholders. The Board also acknowledges the dedication and commitment of the Company’s employees
during the year under review.

The Board of Directors initially approved the Board S Report at its meeting held on May 21, 2026. Subsequently,
in view of the significant changes in the control, management and composition of the Board of the Company,
the Board’s Report was reconsidered, and the revised Board’s Report was approved and adopted by the Board
of Directors at its meeting held on August 12, 2026.

For & on behalf of the Board of Directors
Glittek Granites Limited

Sd/- Sd/-

Mr. Maheshkumar Jatashankar Thanki Mr. Bhargav Girjashankar Thanki

DIN: 00045946 DIN: 00046364

Chairperson and Whole-Time Director Managing Director

Date: August 12, 2026
Place: Mumbai