Directors Report of Aro Granite Industries Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 37^th Annual Report together with Audited Accounts of the Company for
the year ended on 31^st March 2025.

FINANCIAL RESULTS

Particulars	31.03.2025	31.03.2024
Gross Profit before Depreciation	308.95	1512.53
Depreciation	994.12	1172.29
Profit before Tax	(685.17)	340.24
Provision for Tax	-	-
Current	-	56.80
- MAT Credit	-	(56.80)
- Deferred	(42.89)	208.84
Surplus available for appropriation	(642.28)	131.40
Dividend (including Dividend Tax)	-	-
Amount transferred to General Reserve	-	-
Surplus carried to Balance Sheet	(642.28)	131.40

WORKING RESULTS

This past year has been far from easy. Indian exporters of Construction Material products like tiles, cement, granite,
steel, and ceramics found themselves navigating through a complex web of global and domestic hurdles.

To begin with, global demand took a significant hit. Our major markets in Europe and the United States saw slowing
construction activity amid recession fears and high interest rates. To make things worse, China''s ongoing real estate
crisis led to a flood of cheap materials in the global market, driving down prices and squeezing our margins. At the
same time, logistics and currency fluctuations didn''t do us any favors. While shipping costs had normalized somewhat
since the COVID era, challenges like container shortages and fuel price volatility pushed costs up again. On top of
that, the rupee''s volatility against the US dollar added a layer of uncertainty to every export contract.

The geopolitical landscape only added to the pressure. The Red Sea crisis in early 2024 disrupted major shipping
lanes, causing delays and rerouting headaches, particularly for exports heading toward Europe and North America.

The Liquidity crunch worldwide also impacted India with the Indian Domestic Market. India also saw a huge drop in
Requirements of Granite and Quartzite as Cheap Ceramics were dumped more into the domestic market as budgets
of many builders and home owners were strained.

1. High Inflation and Interest rates

In Q1 Though Shipping rates were lower than previous years, the high rates of Inflation and subsequently the interest
rates to control inflation saw a sluggish Real estate and Renovation Market in USA and Western Europe.

Historical U.S. Federal Reserve interest rate movements for 2024:

Date	Action	Federal Funds Target Rate	Key Notes
Early 2024	Rate holding at peak levels	5.25% - 5.5%	Rates remained high to combat inflation from prior years.
September 2024	50 bps rate cut	4.75% - 5.0%	Major cut aimed at supporting economic growth amid cooling inflation and moderate recession fears
November 2024	25 bps rate cut	4.5% - 4.75%	Expected to signal cautious easing with potential for future cuts into 2025
December 2024	25 bps rate cut	4.25% - 4.5%	Predicted end-of-year target range, part of ongoing adjustments

With the US has not had a rate cut in the previous couple of years. With 2 rate cuts already done in Q3 the consumption
levels are expected to go up. Real estate markets have been tricky as the demand for houses is growing, but due to
high costs of Lumber & Steel and other construction materials from 2022 (caused by the shipping rates) the number
of new house developments have reduced.

Now with the interest rates going down we see that new projects and developments are already in early planning
phases and customers expect increase in demand accordingly. Though interest rates are not expected to go back to
pre-covid levels the lowering of interest rates will push home owners to take up those loans and then refinance when
rates eventually go down further.

European Central Bank''s (ECB) key interest rate movements for 2024:

Date	Action	Refinancing Rate	Facility Rate	Key Notes
Early 2024	Rates held steady	4.25%	3.75%	Rates held high due to ongoing inflation concerns.
June 2024	25 bps rate cut	4.00%	3.50%	First rate cut as inflation moderated.
October 2024	35 bps rate cut	3.65%	3.25%	Adjustments continued with inflation cooling further.
December 2024	25 bps rate cut	3.40%	3.00%	Expected end-of-year rate reduction as inflation slows further.

With inflation slowing down further the ECB is moving towards lowering Interest rates to promote consumption.
Further with the war in Ukraine causing energy crisis in the previous years the EU has taken measures to alleviate
these concerns. This has further helped with the inflation slow down.

2. High Shipping Prices and longer sailing dates

Here''s a summary of shipping rates from India over the last 3 QUARTERS:

Quarter (Financial Year)		Average Shipping Rate (40ft Container)	Key Trends & Observations
Q	1	~ $2,800	Prices saw a quarter-on-quarter increased due to rising demand.
Q	2	~ $5,000 (Aug peak)	Sharp 70% YoY increase, driven by supply chain disruptions.
Q	3	~ $2,000	Rates dropped significantly after August highs

Due to the ongoing Red Sea Crisis many ships have
started to take routes around Africa instead of taking
the shorter Suez Canal. This has resulted in the container
ships requiring more time to reach destinations (sailing
time increased to as much as 3x of normal shipping
durations). The durations mostly increased due to
container vessels stopping over at transshipment ports.

The correction in shipping rates has started as many
large mother vessels with capacity of 20,000 TEU (20''
Equivalent units) have been introduced into operations.
These Vessels with larger capacities will reduce the time
that containers are waiting in Transit ports and in some
cases eliminate the need for the transit port stopovers.

With rates expected to be between the USD 1,500 to
2,750 range for mist destinations, sales are expected to
pick up of lower priced good. In the previous quarters
more budget stones priced around USD 32 to 45 per m2
saw mooted demands as the container value of these
is between USD 9000 to USD 12000 per container, With
shipping rates of around USD 5,500 ( total landed cost
of USD 16000) meant that the cost of transport on the
landed cost was around 30%. With those rates expected
to go down to 20% demand for these lower priced stones
will increase.

3. Delayed Payments due to longer Shipping
times

Due to the longer shipping times, the payments from
customers has gotten extended and which has resulted
in lower volumes. With the new vessels coming into

operations, shipping times are expected to reduce
which help with the payment terms. Further with lower
shipping costs the purchase budgets for the materials/
products will increase over the next couple of months.

However 2025 looks to be quite promising as MANY major
challenges as mentioned above are already seeing
corrective measure and we expect further corrections
in 2025.

Recently with the Donald Trump being sworn into office
in mid-January, many importers grew cautious about
the potential policy shifts under the new administration,
particularly within the critical first 100 days. During his
inauguration speech on January 20, 2025, Trump referred
to the day as "Liberation Day", signaling a bold shift in
economic policy. Anticipating that new import duties
could take effect immediately, many U.S. importers began
to scale back shipments, particularly from countries like
India. Given that container transit times from Asia to U.S.
ports average between 55 to 75 days, importers chose
to delay or hold certain shipments. As Trump followed
through on his rhetoric—imposing tariffs even on close
allies like Canada and Mexico—concerns intensified,
leading to further hesitation across the import sector.

In quartz segment the main completion for India was
from Vietnam where many Chinese companies had set
up units. Now with the reciprocal duties coming in India
has a good opportunity to export to USA as the duties
on India are less than that of other quartz producing
countries.

In summary, FY 2024-25 tested the resilience of Indian
construction material exporters on multiple fronts
-economic, geopolitical, operational, and regulatory.

But with every challenge comes the opportunity to adapt
— to diversify markets, invest in value-added products,
improve compliance, and embrace sustainability.

As we step into the next financial year, the road ahead is
still uncertain, but Indian exporters have shown time and
again that they can weather storms and come back
stronger.

DIVIDEND

Your directors have not recommended any dividend for
the year 2024-25.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year an amount of '' 3,98,217/- for the Financial
Year 2016-17 transferred to Investor Protection Fund under
sub-section (2) of section 125 of the Companies Act 2013
and IEPF (Accounting, Audit, Transfer and Refund) Rules
2016. Mr. Ayush Goel, Company Secretary is the Nodal
Officer appointed by the Company under the Provisions
of the IEPF Act.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from
the public.

ANNUAL RETURN

The Annual Return referred to Section 134(3)(a) as per the
Companies Act 2013 is available on the website of the
Company www.arotile.com

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any Loans, Guarantees
and made any Investments during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements and transactions entered
by the Company with related parties were in ordinary
course of business and at arm''s length basis. Your
Directors draw attention of the members to Notes to
accounts of financial statement which sets out related
party disclosures. The related Party Transactions Policy
as approved by the Board is available on the website of
the Company www.arotile.com.

DIRECTORS

During the year, Mr. Dinesh Chandra Kothari (DIN:
00195609) and Mrs. Vinita Sood (DIN: 06926832) vacated
their positions on the Board upon completion of their
tenure as Non-Executive Independent Directors. To fill
these vacancies, the Board appointed Mr. Keshava
Murthy Kalasachar (DIN: 10694491) and Mr. Ashish
Jyotindra Bhuta (DIN: 02149827) as Additional Directors
on July 26, 2024.

Subsequently, both were appointed as Non-Executive
Independent Directors upon receiving approval from

the members at the Annual General Meeting held on
September 18, 2024 for a consecutive period of five years
effective from July 26, 2024.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies
Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

b) the accounting policies have been selected and
applied consistently and judgments and estimates
made 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) proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the said Act
for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) the annual accounts have been prepared on a
going concern basis;

e) the internal financial control to be followed by the
Company have been laid down and that such
internal financial control are adequate and were
operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the
Company which has been approved by the Board.
The CSR policy may be access from the website of the
Company i.e. www.arotile.com. The Annual Report on
CSR activities is annexed herewith marked as Annexure I.

AUDITORS AND AUDITORS’ REPORT

(a) Statutory Auditor

M/s Alok Mittal & Associates, Chartered Accountants,
New Delhi was appointed as the Statutory Auditor of the
Company for a period of Five Years from the Conclusion
of Thirty Fourth Annual General Meeting. The Notes
on the financial statements referred to in the Auditors''
Report are self-explanatory and do not call for any
further comments. The Auditors'' Report does not contain
any qualifications, reservations or adverse remark.

(b) Secretarial Auditor

Practising Company Secretary Ms. Latika Jetley (CP
No. 3074) was appointed as the Secretarial Auditor by
the Board for the financial year 2024-25 to conduct the
Secretarial Audit. The Secretarial Audit Report along with
the Annual Secretarial Compliance Audit Report under
SEBI Regulation for the year 2024-25 is annexed herewith

as Annexure II. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse
remark.

(c) Internal Auditor

The Board had appointed M/s Sreekantha & Co.,
Chartered Accountants, Hosur as the Internal Auditor of
the Company for the year 2024-25 Internal Audit report
does not contain any qualifications, reservations or
adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS

Compliance of Secretarial Standards on Meeting of
Board of Directors (SS-1) and General Meeting (SS2)
issued by Institute of Company Secretary of India has
been adopted by the Company.

PRACTISING COMPANY SECRETARY''S
CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Practising Company

Secretary''s Certificate on Corporate Governance is
enclosed as Annexure III to the Board''s Report. The
Auditors'' Certificate for the year 2024-25 does not
contain any qualifications, reservations or adverse
remarks.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the period under review, there were no significant
material orders passed by the Regulators or courts or
tribunals which would impact the going concern status
of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy,
technology absorption, foreign exchange earnings and
outgo as required as per the provisions of Companies
Act 2013 and Rules there under is annexed herewith in
Annexure IV and form part of this report.

PARTICULARS OF REMUNERATION

Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March 2025.

Employed throughout the financial year, ended 31^st March 2025 in receipt of remuneration not less than One Crore
two Lakh rupees per annum.

Name	Age	Qualification	Experience	Date of Commencement Employment	Designation	Remuneration	Last Employment
Mr. Sunil Kumar Arora	66 Years	B. Sc.	38 Years	03.05.1988	Managing Director	1,86,96,658	Since Inception

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director
to the median employee''s remuneration and such other details as required therein are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been
paid commission in the form of Remuneration and sitting fee from the Company.

Sr. No.	Name	Ratio to median remuneration
1	Mr. Sunil Kumar Arora, Managing Director	973.480
2	Mr. Sundareshwara G Sastry	10.413
3	Mr. Dinesh Chandra Kothari	5.727
4	Ms. Sujata Arora	5.727
5	Ms. Vinita Sood	5.207
6	Mr. Keshava Murthy Kalasachar	4.686
7	Mr. Sahil Arora, Whole Time Director	223.901
8	Mr. Ashish Jyotindra Bhuta	4.686

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the
financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid
Commission and sitting fee from the Company.

Sr. No.	Name	% Increase in Remuneration
1	Mr. Sunil Kumar Arora, Managing Director	0.36
2	Mr. Dinesh Chandra Kothari	(91.85)
3	Ms. Sujata Arora	(31.25)
4	Ms. Vinita Sood	(48.72)
5	Mr. Sahil Arora, Whole Time Director	1.17
6	Mr. Sundareshwara G. Sastry	(13.04)
7	Mr. Keshava Murthy Kalasachar	100.00
8	Mr. Ashish Jyotindra Bhuta	100.00
9	Mr. Sabyasachi Panigrahi, CS	(22.17)
10	Mr. M. Madangopal, CFO	(66.02)
11	Mr. C. Srinivasan, Chief Financial Officer	100.00
12	Mr. Ayush Goel, Company Secretary	100.00

3. The percentage increase in the median
remuneration of employees in the financial
year: 1.63

4. The number of permanent employees on the roll of
Company: 229

5. Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the financial year ended 31^st March
2025. NIL

6. The Company affirms that the remuneration is as
per the remuneration policy of the Company.

CORPORATE GOVERNANCE INCLUDING
DETAILS PERTAINING TO BOARD MEETINGS,
NOMINATION AND REMUNERATION POLICY,
AUDIT COMMITTEE AND VIGIL MECHANISM

Your Company re-affirms its Commitment to the highest
standards of Corporate Governance practices. Pursuant
to SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, Management Discussion and Analysis,
Corporate Governance Report and Auditors'' Certificate
regarding compliance of conditions of Corporate
Governance are made a part of this Annual Report.

The Corporate Governance Report which form part of
this report also covers the following:

a) Particulars of the Four Board Meetings held during
the financial year.

b) Policy on Nomination and Remuneration of Directors,
Key Managerial Personnel and Senior Management.

c) The details with respect to composition of Audit
Committee and establishment of Vigil Mechanism.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial
control with reference to financial statements and no
material reportable weakness was observed in the
system. Further, the Company has in place adequate
internal financial control commensurate with the size
and nature of its operations. The Company also has
robust Budgetary Control System and Management
Information System (MIS) which are backbone of the
Company for ensuring that your Company''s assets and
interests are safeguarded.

LISTING

The Equity Shares of the Company are listed in BSE
Limited and National Stock Exchange of India Limited.
Listing fees for the year 2025-2026 have already been
paid to BSE Limited and National Stock Exchange of
India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks,
Government Authorities, Dealers, Suppliers, Business
Associates and the Company''s Valued Customers for
their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The
Directors also wish to acknowledge the committed and
dedicated team of Aro Granite whose unstinted work,
efforts and ideas have taken the Company on a path of
steady growth and development.

For and on behalf of the Board

Sunil Kumar Arora Sahil Arora

Place: Hosur Managing Director Whole Time Director

Date: 16.05.2025 DIN-00150668 DIN-07970622

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Mar 31, 2024

The Directors have pleasure in presenting the 36^th Annual Report together with Audited Accounts of the Company for the year ended on 31^st March, 2024.

FINANCIAL RESULTS

(Rs in lakhs)

Particulars	31st March, 2024	31st March, 2023
Gross profit before depreciation	1,512.53	682.05
Depreciation	1,172.29	1,272.74
Profit before tax	340.24	(590.69)
Provision for tax
Current	56.80	-
- MAT credit	(56.80)	-
- Deferred	208.84	(11.88)
Surplus available for appropriation	131.40	(578.81)
Dividend (including dividend tax)	-	-
Amount transferred to general reserve	-	-
Surplus carried to balance sheet	131.40	(578.81)

WORKING RESULTS

The first quarter of the year began positively, with sales across various sectors showing a strong recovery from the turmoil caused by the unstable freight rates over the previous 18 months. This period of instability had significantly disrupted supply chains and increased costs, leading to widespread economic challenges. However, as Q1 progressed, businesses started to regain their footing, benefiting from more stable and predictable shipping costs. Globally, inflation rates remained under control, which was a crucial factor in this recovery. Central banks and Governments had implemented effective monetary and fiscal policies to keep inflation in check, ensuring that consumer purchasing power was not eroded. This stability in inflation rates provided a favorable environment for both consumers and businesses, fostering economic growth and confidence in the markets. The recovery was evident across various industries, from manufacturing and retail to technology and services. Companies reported increased demand for their products and services, leading to higher sales volumes and improved financial performance. This positive trend indicated a robust rebound from the previous period of economic uncertainty, setting a hopeful tone for the rest of the year.

By the second quarter, however, rising inflation rates prompted central banks across the globe to increase interest rates in an effort to curb consumption. These rate hikes were necessary to control inflation but had significant side effects, particularly on industries that are sensitive to borrowing costs. One of the most affected sectors was the construction and renovation industry. Higher interest rates led to increased costs for financing projects, which in turn caused delays

and cancellations of both residential and commercial construction activities. This slowdown was felt acutely, as construction Companies struggled with reduced demand and higher expenses. In addition to these challenges, Germany announced that it was experiencing recessionary effects during Q1, which had a ripple effect across Western Europe. By Q2, these effects manifested as a noticeable slump in sales across the region. This downturn in the European market added to the pressures faced by businesses already grappling with higher interest rates and inflation. The compounded economic difficulties were particularly severe for our Company. By the end of Q2, our banks reduced our credit limits, significantly straining our working capital. This reduction in available financing restricted our ability to purchase raw materials, directly impacting our production capabilities and overall operations. The tighter credit conditions forced us to reassess our financial strategies and seek alternative ways to manage cash flow and maintain business continuity. Overall, the second quarter presented a stark contrast to the optimism of Q1, highlighting the volatility and interconnectedness of global economic conditions. The combination of rising interest rates, regional recessions, and tighter credit conditions underscored the challenges businesses face in navigating an unpredictable economic landscape.

The third quarter, typically a seasonally slow period for many businesses, was marked by several significant challenges. Among the most impactful was the outbreak of renewed conflict in the Israel-Palestine region. This geopolitical instability had far-reaching consequences on global trade and logistics. The conflict led to increased shipping rates as insurers and freight companies adjusted

their risk assessments. The heightened risks associated with the region caused a surge in shipping costs, which in turn affected the pricing and availability of goods worldwide. Additionally, shipping times lengthened considerably due to increased security checks, rerouted shipping lanes, and port congestion. These delays disrupted supply chains, making it difficult for businesses to receive materials and deliver products on schedule. The escalation of shipping rates and prolonged shipping times compounded the existing economic pressures from earlier in the year. Businesses that were already struggling with higher interest rates and reduced working capital found it even more challenging to manage their logistics and maintain inventory levels. The increased costs and delays in shipping further strained profit margins and operational efficiency. Compounding these logistical challenges, the Israel-Palestine conflict directly impacted our sales, as Palestine and surrounding countries accounted for close to 10% of our total sales. The disruptions in these markets led to a significant drop in revenue from the region. With consumers and businesses in these areas facing uncertainty and reduced purchasing power, our sales efforts were severely hampered. The overall impact of these developments during Q3 underscored the vulnerabilities in global supply chains and the significant influence of geopolitical events on economic stability. Companies had to navigate these complexities by seeking alternative supply routes, renegotiating contracts, and adjusting their operational strategies to mitigate the disruptions caused by the conflict and rising shipping costs. This period highlighted the importance of flexibility and resilience in business operations, as well as the need for robust risk management strategies to cope with unforeseen geopolitical and economic challenges.

The fourth quarter was significantly impacted by the limited cash flow resulting from the challenges faced in Q3 and the banks'' reduction in credit limits. The combined effects of a slow Q3, driven by geopolitical instability and disrupted supply chains, alongside tighter financial constraints, created a difficult operating environment. In Q3, the renewed conflict in the Israel-Palestine region had already strained our resources. Shipping rates surged, shipping times increased, and a critical market that constituted close to 10% of our sales was severely disrupted. These factors led to a downturn in revenue and increased operational costs. As Q4 began, these issues had a lingering impact on our cash flow. The banks'' decision to reduce our credit limits at the end of Q2 continued to create significant pressure on our working capital. With reduced access to funds, we struggled to finance the purchase of raw materials and other essential inputs needed for production. This constrained our ability to maintain inventory levels, meet customer demand, and invest in growth opportunities. As a result, Q4 saw a cautious approach to expenditure across the board. Investments in new projects were delayed or scaled back, and operational budgets were tightened. We focused on optimizing existing resources, improving efficiency, and finding cost-saving measures wherever possible. This period demanded stringent financial management and strategic prioritization to navigate the cash flow limitations.

Despite these efforts, the limited cash flow affected various aspects of our business operations. Production schedules were disrupted, leading to delays in fulfilling orders. Our ability to respond to market opportunities and customer needs was constrained, which further impacted sales performance. The overall financial strain also led to challenges in maintaining supplier relationships and negotiating favorable terms. In summary, Q4 was marked by the significant impact of limited cash flow, a consequence of the slow Q3 and the reduction in credit limits by banks. This period highlighted the critical importance of liquidity and financial flexibility in maintaining business continuity and adapting to economic pressures. The experiences of Q4 reinforced the need for robust financial planning and risk management strategies to mitigate the effects of unforeseen disruptions.

DIVIDEND

Your directors have not recommended any dividend for the year 2023-2024.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year amount of Rs. 372,849/- for the Financial Year 2015-16 transferred to Investor Protection Fund under sub-section (2) of Section 125 of the Companies Act, 2013 and IEPF (Accounting, Audit, Transfer and Refund) Rules 2016. Shri Sabyasachi Panigrahi, Company Secretary is the Nodal Officer appointed by the Company under the Provisions of the IEPF Act.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

ANNUAL RETURN

The Annual Return referred to Section 134(3)(a) as per the Companies Act, 2013 is available on the website of the Company www.arotile.com

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any Loans, Guarantees and made any Investments during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements and transactions entered by the Company with related parties were in ordinary course of business and at arm''s length basis. Your directors draw attention of the members to Notes to accounts of financial statement which sets out related party disclosures. The related Party Transactions Policy as approved by the Board is available on the website of the Company www. arotile.com.

DIRECTORS

During the financial year 2023-24 there was no change in the Board.

However, in the Board meeting held on 26^th July, 2024, the Board has appointed Shri Keshava Murthy Kalasachar (DIN: 10694491) and Shri Ashish Jyotindra Bhuta (DIN: 02149827) as Additional Directors in the category of Non-Executive Independent w.e.f. 26^th July, 2024 for a consecutive period of five years subject to approval of the members in the ensuing Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial control to be followed by the Company have been laid down and that such internal financial control are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may be access from the website of the Company i.e. www.arotile.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.

AUDITORS AND AUDITORS’ REPORT

(a) Statutory Auditor

M/s Alok Mittal & Associates, Chartered Accountants, New Delhi was appointed as the Statutory Auditor of the Company for a period of Five Years from the Conclusion of Thirty Fourth Annual General Meeting. The Notes on the

financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualifications, reservations or adverse remark.

(b) Secretarial Auditor

Practicing Company Secretary Ms. Latika Jetley (CP No.: 3074) was appointed as the Secretarial Auditor by the Board for the financial year 2023-24 to conduct the Secretarial Audit. The Secretarial Audit Report along with the Annual compliance Secretarial Audit Report under SEBI Regulation for the year 2023-24 is annexed herewith as Annexure II. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

(c) Internal Auditor

The Board had appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2023-2024. Internal Audit report does not contain any qualifications, reservations or adverse remarks.

COMPLIANCEWITHSECRETARIALSTANDARDS

Secretarial Standards on Meeting of Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India has been adopted by the Company.

PRACTISING COMPANY SECRETARY’S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Practicing Company Secretary''s Certificate on Corporate Governance is enclosed as Annexure III to the Board''s Report. The Auditors'' Certificate for the year 2023-24 does not contain any qualifications, reservations or adverse remarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, there were no significant material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act, 2013 and Rules there under is annexed herewith in Annexure IV and form part of this report.

PARTICULARS OF REMUNERATION

Statement of particulars of employee pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2024.

Employed throughout the financial year, ended 31^st March, 2024 in receipt of remuneration not less than One Crore Two Lakhs rupees per annum.

Name	Age	Qualification	Experience	Date of Commencement Employment	Designation	Remuneration	Last Employment
Shri Sunil Kumar Arora	65	B. Sc.	37 Years Years	3rd May, 1988	Managing Director	18,629,513	Since Inception

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employee''s remuneration and such other details as required therein are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid commission in the form of Remuneration and sitting fee from the Company.

Sr. No.	Name	Ratio to median remuneration
1	Shri Sunil Kumar Arora, Managing Director	596.354
2	Shri Sundareshwara G Sastry	7.363
3	Shri Dinesh Chandra Kothari	4.322
4	Smt. Sujata Arora	5.122
5	Smt. Vinita Sood	6.242
6	Shri Sahil Arora, WholeTime Director	136.061

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid Commission and sitting fee from

finmnam/

Sr.	Name	Ratio to median
No.		remuneration
1	Shri Sunil Kumar Arora, Managing Director	(90.01)
2	Shri Dinesh Chandra Kothari	35.00
3	Smt. Sujata Arora	18.52

Sr.	Name	Ratio to median
No.		remuneration
4	Smt. Vinita Sood	--
5	Shri Sahil Arora, Whole-Time Director	(2.01)
6	Shri Sundareshwara G. Sastry	12.20
7	Shri Sabyasachi Panigrahi, Company Secretary	-
8	Shri M. Madangopal CFO	(1.06)

3. The percentage increase in the median remuneration of employees in the financial year: 0.63

4. The number of permanent employees on the roll of Company: 248

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended 31^st March, 2024:NIL

6. The Company affirms that the remuneration is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE INCLUDING DETAILS PERTAINING TO BOARD MEETINGS, NOMINATION AND REMUNERATION POLICY, AUDIT COMMITTEE AND VIGIL MECHANISM

Your Company re-affirms its Commitment to the highest standards of Corporate Governance practices. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

The Corporate Governance Report which forms part of this report also covers the following:

a) Particulars of the Six Board Meetings held during the financial year.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

c) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial control commensurate with the size and nature of its operations. The Company also has a robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Company''s assets and interests are safeguarded.

LISTING

The Equity Shares of the Company are listed in BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 2024-2025 have already been paid to BSE Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government Authorities, Dealers, Suppliers, Business Associates and the Company''s Valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committed and dedicated team of Aro granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil Kumar Arora Sahil Arora

Date: 23^rd April, 2024 Managing Director Whole-Time Director

(DIN: 00150668) (DIN: 07970622)

---

Mar 31, 2018

Directors'' Report

The Directors’ have pleasure in presenting the 30^th Annual Report together with Audited Accounts of the Company for the year ended on 31^st March 2018.

FINANCIAL RESULTS

(Rs. in lacs)

	31.03.2018	31.03.2017
Gross Profit before Depreciation	993.63	2547.88
Depreciation	865.03	909.55
Profit before Tax	128.60	1638.33
Provision for Tax	-	-
Current	54.02	640.21
- MAT Credit	-	243.94
- Deferred	(42.75)	(20.25)
Surplus available for appropriation	117.33	1262.31
Dividend (including Dividend Tax)	-	184.15
Amount transferred to General Reserve	-	200.00
Surplus carried to Balance Sheet	112.35	878.16

WORKING RESULTS

Financial year 2017-18 was a tough year with many macro headwinds impacting the operational performance of the Company. The revenue of your Company declined by 15.89% from Rs.238.65 Cr in FY16-17 to Rs. to Rs.200.72Cr in FY17-18.The profitability of the Company was also impacted, with its EBITDA declining by 55.08% from Rs.30.68 Cr in FY16-17 to Rs.13.78 Cr in FY17-18. Our Net Profit declined from Rs 12.62 Cr in FY16-17 to Rs 1.17 Cr in FY17-18. We commenced commercial production from our 72 wire - Multi Wire which has enabled us to enter the high value market of Quartzite''s. These quartzite have a lower level of competition where focus is more on Quality than Price. Due to the Cash Flow crunch caused by the delayed refunds of Input Credit in the GST regime, we are taking several steps into our cash flow management, the effect of which will be seen in FY 2018-19. Our Cut to Size division is picking up with over 40 projects being completed during the year. This will help us further in the coming years as our reputation in this line grows.

Though the Industry is going through its most difficult time in over three years, we have been able to maintain above industry average sales and that is largely due to the success of our new warehouse. The 11,000sqm showroom enables us to display all our stocks which helps us make sales even better in these difficult times.

DIVIDEND

In view of the lower profitability, the Board of Directors of the Company has not recommended any Dividend for the year 2017-18. FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any Loans, Guarantees and made any Investments during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements and transactions entered by the Company with related parties were in ordinary course of business and on arm’s length basis. Your Directors draw attention of the members to Notes to accounts of financial statement which sets out related party disclosures. The Related Party Transactions Policy as approved by the Board is available on the website of the Company www.arotile.com.

DIRECTORS

During the year Shri Sahil Arora (DIN 07970622) appointed as an Additional Director with the Designation of Whole Time Director for the period of three years with effect from 01.11.2017. Shri Sundareshwara G. Sastry (DIN 00165762) appointed as an Independent Director for a period of Five years with effect from 28.10.2017.

Shri Kanwaljit Singh, Independent Director resigned from Board of Directors of the Company with effect from 16th November 2017. The Board records its appreciations for the valuable services contributed by him.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may be access from the website of the Company i.e. www.arotile.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.

AUDITORS AND AUDITORS'' REPORT (a) Statutory Auditor

M/s VAPS & Company., Chartered Accountants, New Delhi was appointed as the Statutory Auditors of the Company for a period of Five Years from the Conclusion of Twenty Ninth Annual General Meeting. The Notes on the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualifications, reservations or adverse remark.

(b) Secretarial Auditor

Practicing Company Secretary Ms. Latika Jetley (CP No. 3074) was appointed as the Secretarial Auditor by the Board for the finanial year 2017-18 to conduct the Secretarial Audit. The Secretarial Audit Report for the year 2017-18 is annexed herewith as Annexure II. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

(c) Internal Auditor

The Board had appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2017-2018.

Auditors'' Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Auditors’ Certificate on Corporate Governance is enclosed as Annexure III to the Boards’ Report. The Auditors’ Certificate for the year 2017-18 does not contain any qualifications, reservations or adverse remarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, there were no significant and material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act 2013 and Rules there under is annexed herewith in Annexure IV and form part of this report.

EXTRACT OF THE ANNUAL RETURN The Extract of annual return of the Company in form MGT 9 is annexed herewith as Annexure V to this report.

PARTICULARS OF REMUNERATION

Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^stMarch 2018.

Employed throughout the financial year, ended 31^st March 2018 in receipt of remuneration not less than One Crore two Lakh rupees per annum.

Name	Age	Qualification	Experience	Date of Commencement Employment	Designation	Remuneration	Last Employment
Mr. Sunil K Arora	59 Years	B.Sc	31 Years	03.05.1988	Managing Director	16488088	Since Inception

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employee’s remuneration and such other details as required therein are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid commission in the form of

Remuneration and sitting fee from the Company.

SI. No.	Name	Ratio to median remuneration
1	Shri Sunil K Arora, Managing Director	659.392
2	Shri Sundareshwara G Sastry	3.999
3	Shri Dinesh Chandra Kothari	2.599
4	Shri Rahul Gupta	8.798
5	Smt. Sujata Arora	5.999
6	Shri K Raghavendra Acharya, Executive Director	63.333
7	Smt. Vanita Sood	7.998
8	Shri Sahil Arora	35.993

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, in the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid Commission and sitting fee from the Company.

SI. No.	Name	% Increase in Remuneration
1	Shri Sunil K Arora, Managing Director	-3.46
2	Shri Dinesh Chandra Kothari	44.44
3	Shri Rahul Gupta	15.79
4	Smt. Sujata Arora	-86.82
5	Shri K Raghavendra Acharya, Executive Director	4.14
6	Smt. Vanita Sood	1.00
7	Shri Sabyasachi Panigrahi, Company Secretary	4.14
8	Shri S Sundara Rajan, CFO	4.14

3. The percentage increase in the median remuneration of employees in the financial year: (-) 14.17.

4. The number of permanent employees on the roll of Company: 137

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended 31st March 2018 was 7.00%.

6. The Company affirms that the remuneration is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE including details pertaining to Board Meetings, Nomination and Remuneration Policy, Audit Committee and Vigil Mechanism

Your Company re-affirms its Commitment to the highest standards of Corporate Governance practices. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

The Corporate Governance Report which form part of this report also covers the following:

a) Particulars of the Four Board Meetings held during the financial year under review.

b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

c) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Company’s assets and interests are safeguarded.

LISTING

The Equity Shares of the Company are listed in BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 20182019 have already been paid to BSE Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government Authorities, Dealers, Suppliers, Business Associates and the Company’s Valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committed and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil K Arora Sujata Arora

Date: 21.04.2018 Managing Director Director

---

Mar 31, 2016

The Directors’ have pleasure in presenting the 28^th Annual Report together with Audited Accounts of the Company for the year ended on 31^st March 2016.

FINANCIAL RESULTS

(Rs. in lacs)

	31.03.2016	31.03.2015
Gross Profit before Depreciation	1590.32	2755.11
Depreciation	912.08	858.75
Net Profit before Tax	678.24	1896.36
Provision for Tax	-	-
Current	312.46	738.47
- MAT Credit	132.39	336.43
- Deferred	(87.97)	(174.53)
Surplus available for appropriation	586.14	1668.85
Dividend (including Dividend Tax)	184.15	179.00
Amount transferred to General Reserve	200.00	200.00
Surplus carried to Balance Sheet	201.99	1289.85

WORKING RESULTS

During the financial year 2015-16, the turnover was declined by 18% to Rs 216.00 Crores. This was largely due to fall in the exports by 20% to Rs.202.00 Crores financial year 2015-2016 as compared to financial year 2014-2015. EBDITA margins also dropped from

11.18% in 2014-15 to 9.25% in 2015-2016. This was mainly due to stiff competition from Brazil, irregular supply of rough granite blocks and increasing popularity of engineered stone i.e. Quartz. Our profitability was impacted due to high competition in our major markets especially USA and Poland, and extra cost in sourcing raw material from new sources due to closure of traditional quarries in Tamil Nadu. Sales to USA, which is a major part of our total sales, was hit by Brazilian exporters which now account for more than 80% of US granite imports. The depreciation Brazilian currency against US Dollar has allowed Brazilian exporters to offer heavy discounts. Our sales to Europe were also hit due to the Euro Depreciating. The situation with the closure of over 100 quarries in Tamil Nadu has not changed. More than 25 traditional colours in White, Cream, Ivory and Gold based are still not available and there is no respite in sight. With the current trend around the world, only Black, Grey and White material are selling and the portfolio of colours that we can offer has been greatly reduced. Colours like green and brown are almost out of the market. This has created a spike in the rough block prices and also limited the range of shades we can offer to our customers.

In-spite of the tough business conditions, we took steps which will benefit our business in years to come. We have started sourcing raw material from Rajasthan for some newer shades. Though the transport cost for these materials are high, we have been able to command a reasonable price for these new colours. We have added a few new colours to our portfolio from Rajasthan in white and blue tonalities which are in line with current Market trends. We started a new segment, "CUT-TO-SIZE" and have received positive response from our existing customers. We have partially commissioned our 11,000 square meter Granite studio, with a capacity to store over one lakh square meters of finished granite slabs. We will be able to better display our inventory, which will help us better serve our customers in a shorter period of time. Post the full commissioning of the warehouse we further aim to expand our products offerings. We continue to search for new business and foray into new countries like Slovakia, Mongolia & Iran. Response from these markets was encouraging and we expect more business from these countries in year to come.

We have been awarded the Top Export Award for our exports in Natural Stone making us the largest exporter of granite Tiles and Slabs from India. Though the business conditions in granite industry remain challenging, we are tracking them closely and aim to counter them by improving our internal efficiency and productivity.

DIVIDEND

Your Directors have recommended a dividend of Re. 1 /- (i.e. 10%) per Equity Share of Rs. 10/- each (last year Re. 1 /- per Equity Share) for the financial year ended 31^st March 2016 amounting to Rs.184.15 lacs /- (inclusive of tax of Rs.31.15 lacs ). The Dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to the members whose names appear in the Register of Members as on 10.09.2016 and in respect of shares held in dematerialized forms, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any Loan, Guarantees and made any Investments during the year.

RELATED PARTY TRANSACTIONS

All contract/arrangements and transactions entered by the Company with related parties were in ordinary course of business and on arm’s length basis. Your Directors draw attention of the members to Notes to accounts of financial statement which sets out related party disclosures. The Related Party Transactions Policy as approved by the Board is available on the website of the Company www.arotile.com.

DIRECTORS

Shri Pradeep Kumar Jain, resigned from Board of Directors of the Company with effect from 4th August, 2015. The Board record its appreciations for the valuable services contributed by him.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may be access from the website of the Company i.e www.arotile.com. The Annual Report on CSR activities is annexed herewith marked as Annexure I.

AUDITORS AND AUDITORS'' REPORT (a) Statutory Auditor

M/s Alok Mittal & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Notes on the financial statements referred to in the Auditors’ Report are self explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservations or adverse remark.

(b) Secretarial Auditor

The Board has appointed Ms Latika Jetley, Practising Company Secretary, (CP No. 3074) to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year 2015-16 is annexed herewith as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

(c) Internal Auditor

The Board has appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2016-2017.

Auditors'' Certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Auditors’ Certificate on Corporate Governance is enclosed as Annexure III to the Boards’ Report. The Auditors’ Certificate for the year 2015-16 does not contain any qualifications, reservations or adverse remarks.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, there were no significant and material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act 2013 and Rules there under is annexed herewith in Annexure IV and form part of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of annual return of the Company in form MGT 9 is annexed herewith as Annexure V to this report.

PARTICULARS OF REMUNERATION

Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March 2016.

Employed throughout the year ended 31^st March 2016 in receipt of remuneration not less than Sixty Lakh rupees per annum.

Name	Age	Qualification	Experience	Date of Commencement Employment	Designation	Remuneration	Last Employment
Mr. Sunil K Arora	58 Years	B.Sc	29 Years	03.05.1988	Managing Director	1,44,00,000/-	Since Inception

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employee’s remuneration and such other details as required therein are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The Board of Directors of the Company comprises of Non-executive Directors who does not draw any Remuneration form the Company except sitting fee.

SI. No.	Name	Ratio to median remuneration
1.	Shri Sunil K Arora, Managing Director	494.285
2.	Shri Kasturi Lal Arora	1.888
3.	Shri Dinesh Chandra Kothari	5.320
4	Shri Rahul Gupta	6.865
5	Shri Kanwaljit Singh	3.433
6	Smt Sujata Arora	4.806
7	Shri K Raghavendra Acharya, Executive Director	49.956
8	Smt Vanita Sood	3.604

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, in the financial year: The Board of Directors of the Company comprises of Non-executive Directors who does not draw any Remuneration form the Company except sitting fee.

SI. No.	Name	% Increase in Remuneration
1.	Shri Sunil K Arora, Managing Director	6.25
2.	Shri Kasturi Lal Arora	-35.29
3.	Shri Dinesh Chandra Kothari	58.06
4	Shri Rahul Gupta	55.00
5	Shri Kanwaljit Singh	0.00
6	Smt. Sujata Arora	42.86
7	Shri K Raghavendra Acharya, Executive Director	8.61
8	Smt. Vanita Sood	52.38
9	Shri Sabyasachi Panigrahi, Company Secretary	8.61
10	Shri S Sundara Rajan, CFO	8.61

3. The percentage increase in the median remuneration of employees in the financial year: 7.32

4. The number of permanent employees on the rolls of company: 133

5. The explanation on the relationship between average increase in remuneration and Company performance: The average increase in remuneration of employees is in line with the Company’s performance. The average increase in remuneration of employees is

0.13%. The average increase in Company’s performance is -15.38%.

6. Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company for the financial year 2015-16: (in Lacs)

Aggregate remuneration of Key Managerial Personnel (KMP)	186.46
Revenue	21558.84
Remuneration of KMP (as % of revenue)	0.86
Profit Before Tax	678.24
Remuneration of KMP (as % of PBT)	27.49

7. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars	31st March 2016	31st March 2015	% Change
Market Capitalization (Rs. in Crores)	63.27	93.33	-32.21
Price Earnings Ratio	10.80	5.59	93.20

8. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars	31st March 2016	9th January 1995	% Change
Market Price	Rs. 41.35	Rs. 20.00	106.75

9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended 31^st March 2016 was 3.06%.

10. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

(in Crores)

	Sunil Kumar Arora Managing Director	K Raghavendra Acharya Executive Director	S Sundara Rajan CFO	Sabyasachi Panigrahi Company Secretary
Remuneration in FY 2015-16	1.44	0.138	0.138	0.138
Revenue	215.59	215.59	215.59	215.59
Remuneration as % of Revenue	0.67	0.067	0.064	0.064
Profit before Tax (PBT)	6.78	6.78	6.78	6.78
Remuneration as % of PBT	21.24	2.13	2.05	2.05

11. No variable component of remuneration was availed by the directors during the financial year ended 31^st March 2016.

12. The ratio of the remuneration of the highest paid director to that of the employee who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable.

13. The Company affirms that the remuneration is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE-including details pertaining to Board Meetings, Nomination and Remuneration Policy, Audit Committee and Vigil Mechanism

Your Company re-affirms its Commitment to the highest standards of Corporate Governance practices. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Management Discussion and Analysis, Corporate Governance Report and Auditors’ Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

The Corporate Governance Report which form part of this report also covers the following:

(a) Particulars of the Four Board Meetings held during the financial year under review.

(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

(c) The details with respect to composition of Audit Committee and establishment of Vigil mechanism.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further, the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Company’s assets and interests are safeguarded.

LISTING

The Equity Shares of the Company are listed in BSE Limited and National Stock Exchange of India Limited. Listing fees for the year 20162017 have already been paid to BSE Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Company’s valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil K Arora Kasturi Lal Arora

Date: 30.04.2016 Managing Director Director

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Mar 31, 2015

Dear Members,

The Directors' have pleasure in presenting the 27th Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2015.

FINANCIAL RESULTS (Rs. in lacs)

31.03.2015 31.03.2014

Gross Profit before Depreciation 2755.11 3352.67

Depreciation 858.75 516.13

Net Profit before Tax 1896.36 2836.54

Provision for Tax - -

Current 738.47 743.84

- MAT Credit 336.43 148.26

- Deferred (174.53) 131.74

Surplus available for a ppropriation 1668.85 2109.22

Dividend (including Dividend Tax) 179.00 179.00

Amount transferred to General Reserve 200.00 200.00

Surplus carried to Balance Sheet 1289.85 1730.22

WORKING RESULTS

During the year the sales grew up by 1.6% to Rs 260.09 Crores from Rs 256.01 Crores in FY 2013-14. Net Profit of the company declined from Rs. 21.10 Cr last year to Rs. 16.69 Crores in FY2015. Last year the profits included the onetime gains from the divestment of Unit I and so adjusting for that profits grew by 15.83%.

The year started on a good note with demand reviving in our major exports markets. However the second half of the year was challenging due to Russia, which was a large market for us, was hit by sanctions last year due to Ukraine issue. That demand vanished and with the European countries also struggling to grow, the overall demand scenario has remained weak. The fall in Euro and Brazilian Currency also hit the competitiveness of the Indian granite industry.

We decided to invest in improving the overall operational efficiencies for the future. For this purpose we placed orders for 2 Mono wire, 1 Polishing line to replace the first polishing line which completed 15 years and a Gantry crane to Load and Unload blocks. These investments were done largely to de-bottleneck our existing capacity and the effect of these will be seen in the coming years.

We are also in the midst of constructing a new 110,000 Sqft (~ 11,000 sqm) Warehouse/Showroom, where we will be able to better display our inventory to customers who visit us. This will also help us streamline our Inventory Management Systems and Dispatch Systems which will be helped by introducing a new ERP (Enterprise Resource programming). All this should result in a better and quicker customer experience enhancing our clients overall satisfaction.

We have also planned to enter the highly Quality Conscious CUT-to-SIZE market where we will cut our random slabs to the size, dimensions and shapes to the custom orders of our clients. This will enable us to add more product ranges to our current portfolio (including Steps & Risers, Custom Counter tops, Window Sills, Larger Format Tiles etc). This should lead to a better rate of Raw material recovery. This project will kick off by January 2016.

DIVIDEND

Your Directors have recommended a dividend of Re. 1/- (i.e. 10%) per Equity Share of Rs. 10/- each (last year Re. 1/- per Equity Share) for the financial year ended 31st March 2015 amounting to Rs. 1,79,00,235/- (inclusive of tax of Rs. 26,00,235). The Dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to the members whose names appear in the Register of Members as on September 11, 2015 and in respect of shares held in dematerialised forms, it will be paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on that date.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

LOANS,GUARANTEES AND INVESTMENTS

The Company has not granted any Loan, Guarantees and made any investments during the year.

RELATED PARTY TRANSACTIONS

During the financial year ended 31st March 2015, company has not entered into any contracts or arrangement or transaction with related party. In view of above AOC-2 is not applicable. The Related Party Transactions Policy as approved by the Board is available on the website of the Company.

DIRECTORS

(i) Shri K. Raghavendra Acharya (DIN 06923476) was appointed as an Additional Director w.e f. 31.10.2014 and subsequently appointed as a Wholetime Director with designation of Executive Director of the Company with effect from 1st November 2014 for a period of three consecutive years subject to approval of the members at the ensuing Annual General Meeting.

(ii) Ms Vanita Sood (DIN 06926832) was appointed as an Additional Independent Director w.e f. 31.10.2014 subject to approval of the members at the ensuing Annual General Meeting.

(iii) Shri Kanwaljit Singh (DIN 01388140) was appointed as an Additional Independent Director w.e f. 25.04.2015 subject to approval of the members at the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls

are adequate and were operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy(CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. The CSR policy may access from the website of the Company i.e www.arotile.com . The Annual Report on CSR activities is annexed herewith marked as Annexure I.

AUDITORS AND AUDITOR'S REPORT

(a) Statutory Auditors

M/s Alok Mittal & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for reappointment.

The Notes on the financial statements referred to in the Auditor's Report are self explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservations or adverse remark.

(b) Secretarial Auditor

The Board has appointed Ms Latika Jetley, Practising Company Secretary, (CP No. 3074) to conduct the Secretarial Audit for the Financial year 2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

(c) Internal Auditor

The Board has appointed M/s Sreekantha & Co., Chartered Accountants, Hosur as the Internal Auditor of the Company for the year 2014-2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the period under review, there were no significant and material orders passed by the Regulators or courts or tribunals which would impact the going concern status of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required as per the provisions of Companies Act 2013 and Rules thereunder is annexed hereto in Annexure III and forms part of this report.

EXTRACT OF THE ANNUAL RETURN

The Extract of annual return of the Company in form MGT 9 is annexed herewith as Annexure IV to this report.

PARTICULARS OF REMUNERATION

Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March 2015.

Employed throughout the year ended 31st March in receipt of remuneration not less than Sixty Lakh rupees per annum.

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director to the median employee's remuneration and such other details as required therein are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: The Board of Directors of the Company comprises of Non-executive Directors who does not draw any Remuneration form the Company except sitting fee.

SI. Name Ratio to median remuneration No.

1. Shri Sunil K Arora, Managing Director 777.749

2. Shri Kasturi Lal Arora 40.184

3. Shri Dinesh Chandra Kothari 2.222

4 Shri Rahul Gupta 4.074

5 Shri Pradeep Kumar Jain 3.889

6 Smt Sujata Arora 39.628

7 Shri K Raghavendra Acharya, Executive Director # 47.998

8 Smt Vanita Sood * 1.852

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, in the financial year: The Board of Directors of the Company comprises of Non-executive Directors who does not draw any Remuneration form the Company except sitting fee.

SI. Name % Increase in Remuneration No.

1. Shri Sunil K Arora, Managing Director 5.00

2. Shri Kasturi Lal Arora -3.98

3. Shri Dinesh Chandra Kothari 100.00

4 Shri Rahul Gupta -8.33

5 Shri Pradeep Kumar Jain -12.50

6 Smt Sujata Arora 6.47

7 Shri K Raghavendra Acharya, Executive Director# 10.20

8 Smt Vanita Sood* 0.00

9 Shri Sabyasachi Panigrahi 10.20

# Joined the Board w.e.f. 31st October 2014 and appointed as the Executive Director w.e f 01.11.2014

* Joined the Board w.e.f. 31st October 2014.

3. The percentage increase in the median remuneration of employees in the financial year: 13.58

4. The number of permanent employees on the rolls of company: 134

5. The explanation on the relationship between average increase in remuneration and Company performance: The average increase in remuneration of employees is in line with the Company's performance. The average increase in remuneration of employees is 13.20 %. The average increase in Company's performance is 1.37 %.

6. Comparison of the Remuneration of the Key Managerial Personnel against the performance of the Company for the financial year 2014-15:

( in Lacs)

Aggregate remuneration of Key Managerial Personnel (KMP) 12.96

Revenue 25477.97

Remuneration of KMP (as % of revenue) 0.051

Profit Before Tax 1896.36

Remuneration of KMP (as % of PBT) 0.683

7. Variations in the market capitalization of the Company, price earning ratio as at the closing date of the current financial year and previous financial year:

Particulars 31st March 2015 31st March 2014 % Change

Market Capitalization (Rs. in Crores) 93.33 40.55 130.16

Price Earning Ratio 5.59 1.46 282.88

8. Percentage increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars 31st March 2015 9th January 1995 % Change

Market Price Rs. 61.00 Rs. 20.00 205

9. Average percentile increase already made in the salaries of employees other than the managerial personnel in the financial year ended 31st March 2015 was 13.20% and there was increase in managerial remuneration in the last financial year by 5.30%.

10. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

Shri Sabyasachi Panigrahi Company Secretary

Remuneration in FY 2014-15(Rs. in Crores) 0.1296

Revenue (Rs. in Crores) 254.7797

Remuneration as % of Revenue 0.0510

Profit before Tax (PBT) (Rs. in Crores) 18.9636

Remuneration as % of PBT 0.6830

11. No variable component of remuneration was availed by the directors during the financial year ended March 2015.

12. The ratio of the remuneration of the highest paid director to that of the employee who are not directors but receive remuneration in excess of the highest paid director during the year: Not applicable.

13. The Company affirms that the remuneration is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE-including details pertaining to Board Meetings, Nomination and Remuneration Policy,Audit Committee and Vigil Mechanism

Your Company re-affirms its Commitment to the highest standards of corporate governance practices. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made a part of this Annual Report.

The Corporate Governance Report which forms part of this report also covers the following:

(a) Particulars of the Four Board Meetings held during the financial year under review.

(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management.

(c ) The details with respect to composition of Audit Committee and establishment of Vigil mechanism.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal financial controls with reference to financial statements and no material reportable weakness was observed in the system. Further ,the Company has in place adequate internal financial controls commensurate with the size and nature of its operations. The Company also has robust Budgetary Control System and Management Information System (MIS) which are backbone of the Company for ensuring that your Company's assets and interests are safeguarded.

LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees for the year 2015-2016 have already been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Company's valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil K Arora Sujata Arora Date: 25.04.2015 Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors'' have pleasure in presenting the 26th Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2014.

FINANCIAL RESULTS

(Rs. in lacs) 31.03.2014 31.03.2013

Gross Profit before Depreciation 3352.67 1990.95

Depreciation 516.13 470.00

Net Profit before Tax 2836.54 1520.95

Provision for Tax –Current 743.84 380.01

– MAT Credit 148.26 75.38

– Deferred 131.74 90.39

Surplus available for appropriation 2109.22 1125.93

Dividend (including Dividend Tax) 179.01 118.54

Amount transferred to General Reserve 200.00 200.00

Surplus carried to Balance Sheet 1730.21 807.39

WORKING RESULTS

During the year the company has achieved a sales turnover of Rs. 253.55 Crores which is approximately 34.15% higher than the last year''s turnover of Rs. 189.01 Crores. At the same time the Company has posted a pre-tax profit of Rs. 28.37 Crores against a pre-tax profit of Rs. 15.21 Crores of the previous year.

The increase in turnover is the result of running of the full expanded capacity during the year and to some extent by the positive currency movement. Despite the fact that there has been an increase in raw material cost across our entire range of colours and increase in other input cost, we have been able to increase the profitability through better economies of scale. However the depreciation of the Indian Rupee against the US Dollar and Euro has resulted a further increase in costs as all our consumables are imported in Euro and most of the imported rough granite blocks in USD.

The consolidation process of the World economy is still underway. Currency movement was better during the year. We are optimistic that the scenario will continue to be positive during this year and we can achieve better results with the passing of time and with our sincere & dedicated efforts.

Availability of good quality rough granite blocks is still a critical area. Coming up of new granite processing units have made it more challenging. Procurement of Rough Blocks from Africa, Brazil, Norway, Finland and Ukraine still continuing.

By Adapting, Excelling and Exploring new avenues we intend to take the company to greater days in the coming years and to achieve this we solicit your sincere, dedicated and continued support to make 2014-15 a truly rewarding year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per Equity Share of Rs. 10/- each) for the year ended 31st March 2014 subject to the approval of the members at the Annual General Meeting

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

DIRECTORS

There was no change in the Directorship of the Company during the year.

AUDITORS

The Auditors of the company M/s Alok Mittal & Associates, Chartered Accountants retire and eligible for re-appointment. The observations of the Auditors in their Report on Accounts read with the relevant notes are self explanatory.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures in financial statements;

ii) the directors had 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) 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) the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required in terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in annexure to the directors'' Report

LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees for the year 2014-2015 have already been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Company''s valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil K Arora K L Arora Date: 19.04.2014 Managing Director Director

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Mar 31, 2013

The Directors'' have pleasure in presenting the 25th Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2013.

FINANCIAL RESULTS

(Rs. in lacs)

31.03.2013 31.03.2012

Gross Profit before Depreciation 1990.95 1605.42

Depreciation 470.00 417.84

Net Profit before Tax 1520.95 1187.58

Provision for Tax - Current 380.01 318.00

- MAT Credit 75.38 79.95

- Deferred 90.39 71.66

Surplus available for appropriation 1125.93 877.87

Dividend (including Dividend Tax) 118.54 118.55

Amount transferred to General Reserve 200.00 200.00

Surplus carried to Balance Sheet 7953.99 7142.66

WORKING RESULTS

During the year the company has achieved a sales turnover of Rs. 187.26 Crores which is approximately 17.60% higher than the last year''s turnover of Rs. 159.21 Crores. At the same time the Company has posted a pre-tax profit of Rs. 15.21 Crores against a pre-tax profit of Rs. 11.88 Crores of the previous year.

The expansion programme undertaken by the Company for the addition of 4 gang-saws (taking the total to 12 gang-saws) along with other allied machines has been completed and the commercial production has started in the third quarter of the fiscal. This has resulted in the increased turnover, pre-tax profit and overall profitability of the Company.

The sign of the recovery in the World economy did not crystallize to the extent expected but was better than the scenario of the previous years. Slowly the world market is coming out of the recessional impact and well documented euro zone crisis. We are optimistic that the scenario will change positively during this year.

The quality of rough granite blocks available from the domestic quarries is still an issue. Another factor which has contributed to this problem is closing down of large number of quarries in the State of Tamil Nadu leading to an acute shortage of good quality blocks thereby resulting in increase of prices of the available granite blocks. The company is continuing to import rough granite blocks from South Africa, Brazil, Finland, Madagascar, Spain and Norway to augment the supply of raw materials to meet its requirements.

We are also proud to announce that we are the first Indian Granite company to be awarded with the Integrated Management Systems (IMS) Certificate which include QMS 9001:2008, EMS 14001:2004, and OHSAS 18001:2007 from TUV Nord, Germany.

DIVIDEND Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per Equity Share of Rs. 10/- each) for the year ended 31st March 2013 subject to the approval of the members at the Annual General Meeting

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

DIRECTORS

There was no change in the Directorship of the Company during the year.

AUDITORS

The Auditors of the company M/s Alok Mittal & Associates, Chartered Accountants retire and eligible for re-appointment. The observations of the Auditors in their Report on Accounts read with the relevant notes are self explanatory.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Report on Corporate Governance and Auditors'' Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures in financial statements;

ii) 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 or loss of the company for that period;

iii) 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) the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required in terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in annexure to the directors'' Report

LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees for the year 2013-2014 have already been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Company''s valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil K Arora K L Arora

Date: 19.04.2013 Managing Director Director

---

Mar 31, 2012

The Directors' have pleasure in presenting the 24th Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2012.

FINANCIAL RESULTS (Rs. in lacs)

31.03.2012 31.03.2011

Gross Profit before Depreciation 1605.42 1687.03

Depreciation 417.84 439.79

Net Profit before Tax 1187.58 1247.24

Provision for Tax - Current 318.00 270.17

- MAT Credit 79.95 _

- Deferred 71.66 27.64

Surplus available for appropriation 877.87 949.42

Dividend (including Dividend Tax) 118.55 118.94

Amount transferred to General Reserve 200.00 200.00

Surplus carried to Balance Sheet 7142.66 6583.34 WORKING RESULTS

During the year the company has achieved a sales turnover of Rs. 159.21 Crores which is approximately 6% higher than the last year's turnover of Rs. 150.23 Crores. At the same time the Company has posted a pre-tax profit of Rs. 11.88 Crores against a pre-tax profit of Rs. 12.47 Crores of the previous year.

The marginal decrease in the pre-tax profit is because of increase in raw material cost, interest costs, freight and other operating expenses. The company has had to increase the use of generators as there is a power shortage in Tamil Nadu which resulted in loss of production and an increased running cost. Though the Company has been able to achieve higher sales than last year, the profit has reduced marginally because of these facts.

The sign of the recovery in the North American economy, felt during the start of the last fiscal, did not crystallize to the extent expected but was better than the scenario the previous year. Still slowly the world market is coming out of the recessional impact thus leading to ' the current and well documented euro zone crisis. We are optimistic that the scenario will change positively during this year and are putting more efforts into gaining a larger market share.

The quality of rough granite blocks available from the domestic quarries has deteriorated even further as compared to last financial year and we could get mostly second choice blocks than the premium quality blocks. There is also blatant increase of raw material prices due to the shortage of good material and the entry of new companies into the industry. The company is continuing to import rough granite blocks from South Africa, Brazil, Finland, Madagascar, Spain and Norway to augment the supply of raw materials to meet its requirements. Further the company has also started importing unpolished granite slabs from Saudi Arabia to cater to the requirements of its esteemed Customers. We have also taken up purchasing of finished goods from Ongole as those factories are able to process granites from nearby quarries and the transport cost from Andhra Pradesh has become exorbitant.

The company has also entered into the final stage of adding a further 4 gang-saws (12 gang-saws in total) along with other required machines and the refurbishment of unit one in the hopes that US market will regain strength. Despite the Euro crisis your company has already entered into new markets like Greece, Portugal and Iran. This expansion will allow your company to enter into even more untapped markets.

The process of implementing Integrated Management Systems (IMS) which include QMS 9001:2008, EMS 14001:2004, OHSAS 18001:2007 and SA 8000 is progressing rapidly and during the year 2012-13 the certification is likely to be completed. The Company's products if Slabs for Cladding, Slabs for floors and stairs and Modular tiles have been awarded CE Certification by TUV Nord India for a period of 10 years.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per Equity Share of Rs. 10/- each) for the year ended 31st March 2012 subject to the approval of the members at the Annual General Meeting.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

DIRECTORS

There was no change in the Directorship of the Company during the year.

AUDITORS

The Auditors of the company M/s Alok Mittal & Associates, Chartered Accountants retire and eligible for re-appointment. The observations of the Auditors in their Report on Accounts read with the relevant notes are self explanatory.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Report on Corporate Governance and Auditors' Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures in financial statements;

ii) 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 or loss of the company for that period;

iii) 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) The directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required in terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in annexure to the Directors' Report

LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees for the year 2012-2013 have already been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Company's valued Customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstinted work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Place: Hosur Sunil K Arora Sujata Arora

Date: 14.04.2012 Managing Director Director

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report together with Audited Accounts of the Company for the year ended on 31st March 2011.

FINANCIAL RESULTS

(Rs.in lacs) 31.03.2011 31.03.2010

Gross Profit before Depreciation 1690.60 1815.11

Depreciation 439.79 430.48

Net Profit before Tax 1250.81 1384.63

Provision for Tax - Current 271.51 236.25

- Deferred 27.64 83.69

- Others 2.23 0.73

Surplus available for appropriation 949.42 1063.97

Dividend (including Dividend Tax) 118.94 121.22

Amount transferred to General Reserve 200.00 200.00

Surplus carried to Balance Sheet 6583.34 5952.86

WORKING RESULTS

During the year the company has achieved a sales growth of around 15% over last year. The sales turnover for the year ended March 2011 was Rs. 151.39 Crores against a sales turnover of Rs. 131.99 cores for the year ended March 2010. At the same time the Company has posted a pre-tax profit of Rs. 12.51 Crores against a pre-tax profit of Rs. 13.85 Crores of the previous year.

Though the Company has been able to achieve a higher sales than last year, the increase in raw material cost, freight and other operating expenses has dented the profit and has resulted in lower Pre-tax Profit. The sign of the recovery in the world economy, felt during the start of the last fiscal, did not crystallize fully and still slowly the world market is coming out of the recessional impact thus leading to the Indian Rupee becoming stronger as compared to the US Dollar. We are optimistic that the scenario will change positively during this year and we can achieve better results with the passing of time and with our sincere & dedicated efforts.

The quality of rough granite blocks available from the domestic quarries has deteriorated as compared to last financial year and we could get mostly second choice blocks than the premium quality blocks. The company is continuing to import rough granite blocks from South Africa, Brazil, Finland, Madagascar and Norway to augment the supply of raw materials to meet its requirements. Further the company has also started importing unpolished granite slabs from Saudi Arabia to cater to the requirements of its esteemed Customers.

The Board is pleased to inform that during the year the Company has received Special Export Award from CAPEXIL for the year 2009-10 which is the tenth year running the Company got this award. Also the process of implementing Integrated Management Systems (IMS) which include QMS 9001:2008, EMS 14001:2004, OHSAS 18001:2007 and SA 8000 is progressing rapidly and during the year 2011-12 the certification is likely to be completed. The Company has also initiated the process of CE Marking for its products which too is likely to be completed in the coming Year.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per Equity Share of Rs. 10/- each) for the year ended 31st March 2011 subject to the approval of the members at the Annual General Meeting.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

DIRECTORS

During the year Shri Sundareshwara G Sastry resigned from the Board of the Company. The Board place on record its appreciation for the valuable services rendered by him during his tenure.

AUDITORS

The Auditors of the Company M/s Alok Mittal & Associates, Chartered Accountants retire and eligible for re-appointment. The observation of the Auditors in their Report on Accounts read with the elevant notes are self explanatory.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Report on Corporate Governance and Auditors' Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures in financial statements;

ii) the directors had 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) 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) the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required in terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees is given in annexure to the Directors' Report.

LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees for the year 2011-2012 have already been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks, Government authorities, dealers, suppliers, business associates and the Company's valued customers for their assistance and cooperation and the esteemed Shareholders for their continued trust and support. The Directors also wish to acknowledge the committee and dedicated team of Aro Granite whose unstined hard work, efforts and ideas have taken the Company on a path of steady growth and development.

For and on behalf of the Board

Sunil K Arora Kasturi Lal Arora Managing Director Director

Place : New Delhi Date : 22.04.2011

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Mar 31, 2010

We are delighted to present our 22nd Annual Report together with Audited Statements of Accounts of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS

(Rs. in lacs)

31.03.2010 31.03.2009

Gross Profit before Depreciation 1815.11 1847.13

Depreciation 430.48 427.99

Net Profit before Tax 1384.63 1419.14

Provision for Tax - Current 236.25 161.58

- Deferred 83.69 47.27

- Others 0.73 11.99

Surplus available for appropriation 1063.97 1198.28

Dividend (including Dividend Tax) 121.22 129.67

Amount transferred to General Reserve 200.00 200.00

Amount carried over 5952.86 5210.10

WORKING RESULTS

The year under consideration was ended with a positive note for the Company with a sales growth of around 13%. During the year the Company has achieved a turnover of Rs. 131.99 Crores, an increase of approximately 13% over previous years turnover of Rs. 117.10 Crores. At the same time the Company has posted a pre-tax profit of Rs. 13.85 Crores against a pre-tax profit of Rs. 14.19 Crores of the previous year, a marginal decrease of approximately 2.40%. Despite the continued slowdown in global market because of recession in global economy, the Company has been able to achieve a satisfactory result during the year. Though there is a sign of the recovery in the world economy and the world market is coming out of the recessional impact, still the operations are under pressure. We hope we will be able to overcome the same with passing of time and with our sincere & dedicated efforts.

The availability of Rough Blocks from the domestic quarries has improved as compared to last financial year since new quarries have started operations. The company is continuing to import Rough Blocks from South Africa, Norway, Finland and Brazil to augment the supply of raw materials to meet its requirements.

The Board is pleased to inform that during the year, the Company, for the ninth time, has received Special Export Award from CAPEXIL for the year 2008-09. Further the company was recognized as Star Export House during the Year. Also the Company has already initiated the process of implementing Integrated Management Systems (IMS) which includes QMS 9001:2008, EMS 14001:2004, OHSAS 18001:2007 and SA 8000 . The Company has already achieved upgradation to ISO 9001:2008 standards.

DIVIDEND

Your Directors are pleased to recommend a dividend of 10% (Re. 1/- per Equity Share of Rs. 10/- each) for the year ended 31" March 2010 subject to the approval of the members at the Annual General Meeting. The register of members and share transfer register shall remain closed from 24.07.2010 to 29.07.2010 (both days inclusive) for the purpose of AGM and for payment of dividend.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public.

DIRECTORS

Sh. Pradeep Kumar Jain was appointed as an Additional Director with effect from 24.04.2010. The term of his office expires at the forthcoming Annual General Meeting Company and for his re-appointment the Company has received notice prusuant to Section 257 to the Companies Act, 1956 from a member, proposing his candidature for the office of Director of the Company whose period of office will be liable to determination by retirement by rotation.

AUDITORS

The Auditors of the company M/S Alok Mittal & Associates, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management Discussion and Analysis, Report on Corporate Governance and Auditors Certificate regarding compliance of the conditions of Corporate Governance are made a part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA)of the Companies Act 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the directors had 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 at the end of the financial year and of the profit or loss of the company for that period;

iii) 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) the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required in terms of Section 217(1) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

PERSONNEL

The Industrial relation throughout the year was smooth. Your Directors are pleased to place on record their appreciation for contribution made by the employees at all levels in achieving the objectives of the company. The Statement of particulars of employees as per sub- section (2A) of section 217 of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, for the year ended 31st March 2010 is annexed hereto and form part of the Report.

LISTING

The Equity Shares of the Company are listed in Bombay Stock Exchange Limited and National Stock Exchange of India Limited. Listing fees for the year 2010-2011 have already been paid to The Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere thanks to all the customers, suppliers, bankers for extending support to your Company. Board in specific wishes to place on record sincere appreciation of the contribution made by all its employees with commitment, towards the growth of your Company.

For and on behalf of the Board

Place: New Delhi Sunil K Arora Kasturi Lal Arora

Date: 24.04.2010 Managing Director Director