Directors Report of Asian Granito India Ltd.

Mar 31, 2025

Your Directors have the pleasure of presenting the 30^th Annual Report of your Company together with the Audited Financial Statements for the year ended 31 March, 2025.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31 March, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Company''s financial results for the year ended on 31 March, 2025 is summarised below:

('' in Crores except per share data)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operation	1,297.58	1,305.14	1,558.52	1,530.59
Profit / (Loss) before Interest and Depreciation	52.72	71.35	84.55	63.41
Less: Interest	(9.73)	(10.73)	(26.39)	(31.35)
Profit / (Loss) Before Depreciation	42.99	60.62	58.46	32.06
Less: Depreciation	(19.32)	(20.10)	(50.69)	(46.99)
Profit / (Loss) Before Tax	23.67	40.51	7.77	(14.99)
Less: Provision for taxation	3.60	(10.92)	12.79	(4.92)
Profit / (Loss) After Tax	27.27	29.59	20.56	(19.91)
Transfer from Comprehensive Income	(0.13)	(0.49)	(0.31)	(0.24)
Dividend Paid	-	-	-	-
Balance carried forward	27.14	29.10	20.25	(20.15)
Balance brought forward from previous year	418.37	389.27	358.08	378.23
Balance carried to Balance Sheet	445.51	418.37	378.33	358.08
Earnings per Share	2.01	2.33	2.03	(0.97)
*Previous year figures have been regrouped/re-arrange	d wherever necessary.

Consolidated Operating Results

The consolidated sales and operating income remain stagnant to ''1558.52 crores from ''1530.59 crores in the previous year. The consolidated EBT margin for the year was at ''7.77 crores as against negative ''14.99 crores in previous year. The consolidated net profit during the year 2024-25 was at ''20.56 crores compared to consolidated net loss of ''19.91 crores in previous year.

State of affairs of the Company

The Company is engaged in the business of manufacturing and trading of Tiles (Wall/Vitrified/Ceramics), Marble, Quartz and Bathware.

Management Discussion and Analysis (MDA)

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been detailed in the

"Management Discussion and Analysis" section, which forms part of this Report.

Further, the Company is not in the top 1000 Companies list based on the Market Capitalisation as on 31 March, 2025, the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

APPROPRIATIONS

i. Dividend

Your Director''s do not recommend any dividend for the financial year ended 31 March, 2025.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended) is available on the website https://www.agiasiangranito.com/poiicies/Dividend-distribution-Poiicy.pdf.

ii. Transfer to Reserves

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

PREFERENTIAL ISSUE:

The Company had issued 2,03,00,000 Fuiiy Convertible Warrants on a preferentiai basis at an issue price of ''48.15 per warrant to certain proposed aiiottees from both the promoter and non-promoter categories. This issuance was approved by the sharehoiders through a Speciai Resoiution passed via Postai Baiiot pursuant to the Postai Baiiot Notice dated 25 Aprii, 2023 and the corrigendum notice dated 27 Aprii, 2023 with the approvai obtained on 25 May, 2023.

The Company subsequentiy received inprincipie approvais from the stock exchanges NSE on 01 June, 2023 and BSE on 02 June, 2023. In iine with these approvais, the Board of Directors through a resoiution passed by circuiation on 12 June, 2023 aiiotted 2,03,00,000 fuiiy convertibie warrants upon receipt of 25% of the totai issue price, amounting to ''24,43,61,250. The warrants are convertibie into equity shares upon request by the aiiottees subject to payment of the remaining 75% of the issue price in one or more tranches within 18 months from the date of aiiotment.

Each warrant is convertibie into one fuiiy paid-up equity share of face vaiue ''10 each in accordance with the provisions of the SEBI (Issue of Capitai and Disciosure Requirements) Reguiations, 2018 upon payment of the baiance ''36.1125 per warrant ("Warrant Exercise Price").

During the year, the Company received appiications from warrant hoiders for conversion of warrants into equity shares in three tranches. Accordingiy, the Board through resoiutions passed by circuiation approved the conversion of warrants as under:

• 77,82,682 warrants converted on 8 October 2024

• 47,14,434 warrants converted on 15 October 2024

• 78,02,884 warrants converted on 23 November 2024

These conversions were effected upon receipt of the

baiance consideration from the respective warrant hoiders.

SCHEME OF ARRANGEMENT:

i. The Board of Directors at their Board Meeting dated 12 August, 2023 had approved Composite Scheme of Arrangement under Sections 230 to 232 and other appiicabie provisions of the Companies Act, 2013 amongst Asian Granito India Limited and Affii Vitrified Private Limited and Ivanta Ceramics Industries Private Limited and Crystai Ceramic Industries Limited and Affii Ceramics Limited and Ivanta Ceramic Limited and Crystai Vitrified Limited and Amazoone Ceramics Limited and AGL Industries Limited and their respective Sharehoiders and Creditors (hereinafter referred as "Scheme I").

The BSE Limited and The Nationai Stock Exchange of India Limited ("Stock Exchanges") by their ietters dated 01 Juiy, 2024 and 02 Juiy, 2024 respectiveiy have conveyed their "No-objection (inprincipie approvai)" on the proposed Scheme I.

The Hon''bie Nationai Company Law Tribunai of Gujarat, at Ahmedabad ("NCLT") vide its Order dated 25 October, 2024 and 05 November, 2024 had ordered to convene the meeting(s) of equity sharehoiders, secured creditors and unsecured creditors of the Company and accordingiy separate meetings of the equity sharehoiders was convened on 17 December, 2024 by way of Video Conferencing / Other Audio Visuai Means, separate meeting of secured creditors was convened on 17 December, 2024 at the Registered Office of the Company at 202, Dev Arc, Opp. Iskcon Tempie, S.G. Highway, Ahmedabad 380 015 and separate meeting of unsecured creditors was convened on 18 December, 2024 at Ahmedabad Management Association, Atira Campus, Dr. Vikram Sarabhai Marg, Vastrapur, Ahmedabad 380015 to approve the Scheme I or such subsequent change as may be decided by the Board of Directors, as appiicabie or as may be approved by the Hon''bie NCLT or such other appropriate date as the Appropriate Authority may decide. At aii the meetings nameiy the meeting of equity sharehoiders, the meeting of secured creditors and the meeting of unsecured creditors, the resoiution for approvai of Scheme I was passed with requisite majority. Further, the Petition jointiy fiied by the Company invoived in such Scheme with Hon''bie NCLT, Ahmedabad which was admitted by the Hon''bie NCLT. The Company is awaiting Pronouncement of Order by Hon''bie NCLT. Once the order is pronounced, the Scheme

shall become effective upon the Company filing Form INC-28 with the Registrar of Companies (ROC). Scheme I will result into a diversified conglomerate with interests in various businesses spanning the entire value chain of tiles, bathware, marbles and quartz and other related products carried on either directly or through its subsidiaries.

ii. The Board of Directors in their Board Meeting dated 12 August, 2023 had approved Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 amongst Asian Granito India Limited and Adicon Ceramica Tiles Private Limited and Adicon Ceramics Limited and their respective Shareholders and Creditors (hereinafter referred as "Scheme II").

The BSE Limited and The National Stock Exchange of India Limited ("Stock Exchanges") by their letters dated 01 July, 2024 and 02 July, 2024 respectively have conveyed their "No-objection (in-principle approval)" on the proposed Scheme II.

The Scheme has been filed before Hon''ble NCLT for their approval.

BRANDING AND PROMOTIONAL EXPENSES:

To reinforce our leadership position and enhance market penetration, the Company implemented a comprehensive advertising strategy during FY 2024-25 with a strong focus on expanding its presence across Tier 2, Tier 3 and Tier 4 markets through traditional media channels.

As part of this initiative, we launched a high-impact television commercial (TVC) featuring celebrity Ranbir Kapoor centered around the punchline "Premium ka Pappa." This campaign is currently live and deployed with a 360 degree marketing approach covering television, digital platforms, social media and outdoor advertising. The campaign has significantly increased brand visibility, elevated top-of-mind recall, and attracted a broader audience, thereby driving greater consideration and market penetration.

On the digital front, we have prioritized social media engagement, performance marketing, display and search advertising along with a complete revamp of our official website. The redesigned website offers a user-friendly interface and enhanced user experience making it more informative, engaging and easier to navigate for our customers.

We have also continued to expand our Display Centers and Franchised Showrooms to provide customers with a differentiated and immersive brand experience. These centers go beyond traditional advertising methods, allowing customers to interact with the brand in meaningful ways. This strategy has not only strengthened customer

engagement and brand loyalty but also contributed to revenue generation and brand premiumization. As of now, we operate 237 franchised outlets and 13 company-owned display centers across India.

Furthermore, in a strategic move to boost our brand visibility, the Company signed renowned Bollywood actress Vaani Kapoor as the Brand Ambassador for our Bonzer7 brand, with the same being disclosed to the Stock Exchanges on 28 September, 2024.

In conclusion, our multi-channel advertising and promotional strategy is successfully driving expansion into new markets and strengthening our foothold in existing ones. Through celebrity endorsements, innovative campaigns and a strong digital presence, we have differentiated ourselves from competitors and sparked interest among new-age consumers. With a continued emphasis on quality, innovation and customer engagement, we are well-positioned to maintain our leadership in the industry and are confident in our ability to further grow market share.

SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE

The Company had 19 (Nineteen) Subsidiaries as on 31 March, 2025, out of which 5 (Five) are Foreign Subsidiaries and 2 (Two) are Indian Step-Down Subsidiaries. The Company has 1 (One) Associate Company incorporated in Nepal.

There has been no material change in the nature of the business of the Subsidiaries.

The highlights of performance of major subsidiaries of the Company have been discussed and disclosed under the Management Discussion and Analysis section of the Annual Report. Additionally, pursuant to provisions of Section 129(3) of the Act, a separate statement containing the salient features of the financial statements of all subsidiaries and joint ventures in prescribed Form AOC-1 is annexed as “Annexure-A”, which forms part of this Annual Report.

The Annual Accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The Annual Accounts of the Subsidiary Companies are also available on the website of the Company at https://www.aglasiangranito.com/financial-results.

HUMAN RESOURCES

Your Company values its employees and believes that the Company''s success is a result of the Team Work of all of its employees. The Human Resource Development team strives to create a positive work environment that influences employees'' ability, motivation and creates opportunities for them to perform. Our safe, secure and harassment free work environment encourages high performance work culture with focus on employee health, safety, welfare, engagement, development, diversity, productivity, cost and quality. Comprehensive policies of the Company covers the entire spectrum of the life cycle of an employee from recruitment to retention. We are committed to hiring, nurturing and developing exceptionally talented human resources. Company''s unique culture and robust People, Practices and Policies, inspire and ensure that every employee aspires to grow in the organization.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year.

The Company has a diverse workforce of 1,374 employees as on 31 March, 2025 vis-a-vis 1,418 employees as on 31 March, 2024. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns, unethical behaviour, fraud or violation of company''s code of conduct, has been established.

The Company has built a reputation for doing business with honesty and integrity over the years and has shown zero tolerance for any sort of unethical behaviour or wrong doing. The Audit Committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis.

During the year under review, no instance has been reported under this policy. Whistle-blower Policy and Code of Business Conduct have been hosted on the website of the Company https://www.aglasiangranito. com/policies/policy on vigil mechanism 2020.pdf and https://www.aglasiangranito.com/code-of-conduct

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 [''the CSR Rules''], the Company has formulated a Corporate Social Responsibility Policy (''CSR Policy'') indicating the activities to be undertaken by the Company.

The Corporate Social Responsibility (''CSR'') Policy may be accessed on the Company''s website i.e. https://www. aglasiangranito.com/policies/CSR policy.pdf

Your Directors wish to state that the CSR Committee and the Board of your Company had approved a total budget of ''49.08 Lakhs (2% of the average net profit of the past three financial years and net profit as computed pursuant to Section 198 of Act) towards its various CSR projects vis-a-vis the statutory CSR spent under the Act. The Company could spend an amount of ''14.44 Lakhs during the financial year 2024-25. The balance unspent amount of ''34.64 towards ongoing CSR projects has been transferred to the unspent CSR bank account on 30 April, 2025.

The Annual report on CSR Activities is annexed herewith as “Annexure-B” which forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY (HSE)

We believe that Environment, Health and Safety (HSE) are essential and paramount pillars for sustainable growth of our business.

We have developed policies and guidelines which take our HSE compliance beyond the regulatory requirements. The policies also ensure consistent and continuous implementation of the HSE requirements throughout the Company.

Our sincere and focused endeavours in HSE domain has substantially helped to lead to safe and healthy working environment for our work force at large.

Our workplace environment is designed to make our employees feel valued, respected, empowered and inspired to achieve our HSE goals.

A responsibility towards the environment is part of our mandate. We continuously endeavour to minimize adverse environmental impact and demonstrate our commitment to protect the environment.

During the year, all our manufacturing plants remained compliant with applicable HSE regulations.

FINANCE

Share Capital Authorised Share Capital

• As on 01 April, 2024, the Authorised Share Capital of the Company was ''150,00,00,000/- consisting of 15,00,00,000 equity shares of ''10/- each.

• The Authorised Share Capital of the Company was increased from ''150,00,00,000/- to ''320,00,00,000/-Vide Ordinary Resolution passed at 29^th Annual General Meeting of the Members of the Company held on 06 August, 2024.

• As on 31 March, 2025, the Authorised Share Capital of the Company is ''320,00,00,000/- consisting of 32,00,00,000 equity shares of ''10/- each.

Paid Up Share Capital

• As on 01 April, 2024, the paid-up share capital of the Company was ''126,74,53,160/- consisting of

12.67.45.316 equity shares of ''10/- Each.

• On 8 October, 2024, the paid-up share capital of the Company was increased from ''126,74,53,160/-to ''134,52,79,980/- due to allotment of 77,82,682 equity shares of ''10/- each pursuant to conversion of warrants into equity.

• On 15 October, 2024, the paid-up share capital of the Company was increased from ''134,52,79,980/-to ''139,24,24,320/- due to allotment of 47,14,434 equity shares of ''10/- each pursuant to conversion of warrants into equity.

• On 23 November, 2024, the paid-up share capital of the Company was increased from ''139,24,24,320/-to ''147,04,53,160/- due to allotment of 78,02,884 equity shares of ''10/- each pursuant to conversion of warrants into equity.

• As on 31 March, 2025, the paid-up share capital of the Company is ''147,04,53,160/- consisting of

14.70.45.316 equity shares of ''10/- each.

Deposits

Your Company has neither invited/accepted nor renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) for the year ended on 31 March, 2025. None of the deposits earlier accepted by the Company remained outstanding, unpaid or unclaimed as on 31 March, 2025.

Particulars of Loans, Guarantee and Investments

Details of Loans and advance granted, Investments made and Guarantees given during the year under review by the Company, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

AH Related Party Transactions entered during the Financial Year 2024-25 were in compliance to the provisions of law and were entered with the approval of Audit Committee, Board and Shareholders, wherever applicable. AH related party transactions executed during the financial year were on arm''s length basis, ordinary course of business and in accordance with the provisions of the Act and the rules

made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

During the year, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act,

2013 and Rule 8(2) of the Companies (Accounts) Rules,

2014 is not applicable to the Company for 2024-25 and hence does not form part of this report.

During the year, the Material Related Party Transactions pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations had been duly approved by the Shareholders of your Company in the Annual General Meeting held on 6 August, 2024.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Related Party Transactions Policy as approved by the Board is hosted on the Company''s website i.e. https://www.agiasiangranito.com/poiicies/poiicy on materiality of related party transactions and dealing with related party transactions.pdf

Internal Control Systems and their adequacy

The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a weii-defined internai controi system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsibie for ensuring that Internal Financial Control has been laid down in the Company and that controis are adequate and operating efficiently.

Internal Audit of the Company''s operations are carried out by the Internal Auditors and periodically covers different areas of business. The audit scope, methodology to be used, reporting framework are defined weii in advance, subject to consideration of the Audit Committee of the Company. The Internai Auditors evaiuates the efficacy and adequacy of internai controi system, its compiiance with operating systems and poiicies of the company and accounting procedures at aii the iocations of the Company. Based on the report of the Internai Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controis. Significant audit observations and corrective actions thereon are piaced before the Audit Committee of the Company. The Internai Audit aiso continuousiy evaiuates the various processes being foiiowed by the

Company and suggests value addition, to strengthen such processes and make them more effective.

Internal Controls with respect to financial statements

The Company has an adequate system of internal financial control in place with reference to financial statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Material changes affecting the Company

No material changes and commitments have occurred after the close of the year till the date of this Report which may affect the financial position of the Company.

INSURANCE

The Company''s plants, property, equipments and stocks are adequately insured against all major risks. The Company also has appropriate liability insurance covers particularly for product liability. The Company has Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT

Risk Management is an integral part of our strategy for stakeholders'' value enhancement and is embedded in governance and decision-making process across the Organisation. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organisation.

As per Risk Management Policy all the risks are discussed in detail with the concerned functional heads to identify, evaluate, mitigate, monitor and minimize the identifiable business risk in the Organization. The Risk Management Committee meets periodically to identify new business risk, assess and deliberate on the key risks and adequacy of mitigation plan. Inputs from risk assessment are also embedded into annual internal audit programme. Key risks and mitigation measures are summarised in Management Discussion and Analysis section of the Annual Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Internal Complaints Committee has been set up to redress complaints received

regarding sexual harassment. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy. In this regard, the Company has organized a number of interactive awareness workshops for its employees. The Company has not received any sexual harassment complaints during the year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Board of Directors

Your Company has well constituted Board, in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company.

All Independent Directors of the Company have furnished declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Further, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration / Incentive to the Executive Directors and payment of sitting fees, commission to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

The details terms of appointment of IDs are disclosed on the company''s website with following link https://www.aglasiangranito.com/policies/Terms Conditions of Independent Directors.pdf.

Re-appointment of Director

As per the provisions of the Companies Act, 2013, Mr. Sureshbhai Jivabhai Patel (DIN: 00233565) will retire by rotation at the 30^th Annual General Meeting (AGM) and being eligible offers himself for reappointment. The brief resume and other relevant information of the Directors being re-appointed is provided in the explanatory statement to the Notice convening the AGM.

ii) Meetings of Board of Directors

During the year, Four (04) Board Meetings were convened and held on 23 May, 2024, 06 August, 2024, 14 November, 2024 and 07 February, 2025. The intervening gap between two consecutive meetings was not more than one hundred and twenty days.

Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

iii) Committees of the Board

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31 March, 2025:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Risk Management Committee

d) Nomination and Remuneration Committee

e) Corporate Social Responsibility Committee

f) Administrative Committee

g) Rights Issue Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

iv) Audit Committee

The composition of the Audit Committee is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Audit Committee of the Company consists of Mr. Kandarp Trivedi as Chairman of the Committee, Mr. Maganlal Prajapati and Mr. Kamleshkumar Patel as members of the Committee.

During the year, the Board has accepted all the recommendations made by the Audit Committee.

v) Familiarization Programme of Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations were organized during the year under review for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in formal/ informal gatherings.

The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company and can be accessed at https://www.aglasiangranito.com/ familiarisation-programmes.

vi) Board Performance Evaluation

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, conducted the annual performance evaluation of the Board as a whole, its Committees, and the individual Directors, including the Chairperson, as well as the flow of information between the management and the Board.

The evaluation of the Chairperson was coordinated by the Chairperson of the Meeting of Independent Directors, which was held on 21 March 2025.

The Board expressed satisfaction with the overall functioning and effectiveness of the Board, its committees and the performance of the individual Directors. The evaluation reflected a high level of engagement, strategic oversight and effective contribution from all members of the Board.

vii) Key Managerial Personnel

There was no change in the Key Managerial Personnel during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of

the Act, 2013, in relation to financial statements of the

Company for the year ended 31 March, 2025, the Board

of Directors state that:

i) In the preparation of the annual accounts for the year ended on 31 March, 2025, the applicable accounting standards had been followed and that no material departures have been made from the same;

ii) Appropriate accounting policies had been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March, 2025 and the profit of the Company for the year ended 31 March, 2025;

iii) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Financial Statements had been prepared on a going concern basis;

v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

vi) The Company has devised proper system to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also stated in “Annexure-C” which forms part of this Annual Report. Remuneration policy can be assessed at https://www.aglasiangranito.com/policies/Nomination and Remuneration policv.pdf.

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Wholetime Directors, Independent Directors and other nonexecutive Directors) and other employees (under senior management cadre and management cadre). The details of remuneration paid to the Managerial Personnel forms part of the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

The information pertaining to employee drawing remuneration as per Section 197(12) of the Companies Act, 2013 read with per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by email to [e-mail].

AUDITORS

i) Statutory Auditors

M/s. R R S and Associates, Chartered Accountants (FRN: 118336W) were appointed by Board on 23 May, 2024 as Statutory Auditors of the Company, which has been approved by Shareholders in 29^th Annual General meeting held on 06, August, 2024 for a second consecutive term of five years, from the conclusion of 29^th Annual General Meeting ("AGM") till the conclusion of the 34^th AGM of the Company to be held in the year 2029.

M/s. R R S and Associates, Chartered Accountants have carried out the Statutory Audit of the Company

for the Financial Year 2024-25 and the Report of the Statutory Auditor forms part of the Annual Report. The Statutory Auditors have not raised any qualification, observations or adverse remarks in their report. There were no frauds reported by the Statutory Auditors under the provisions of Section 143 of the Companies Act, 2013.

ii) Secretarial Auditor

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed M/s. RPAP and Co., Practicing Company Secretary as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the year 2024-25.

M/s. RPAP and Co., Practicing Company Secretary have carried out the Secretarial Audit and the Report of Secretarial Auditors in Form MR-3 which is annexed herewith to this Report as “Annexure-D” There were no qualifications, reservation, adverse remark or disclaimer in the report.

During the year 2024-25, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

M/s. RPAP & Co., Company Secretaries (Firm Registration No. P2019GJ078500 and Peer review No. 4025/2023) is proposed to be appointed as the Secretarial Auditors of the Company for a period of 5 (Five) consecutive years from the conclusion of the 30^th AGM till the conclusion of the 35^th AGM of the Company pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval of Shareholders of the Company at the ensuing Annual General Meeting of the Company.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. As required by Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act,

2013. A certificate from M/s. RPAP and Co., Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of the Corporate Governance Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link https://www.agiasiangranito.com/annuai-return.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing information on Conservation of energy, Technology absorption and foreign exchange earnings and outgo stipuiated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Ruies, 2014, is annexed herewith as “Annexure-E” to this Report.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the Financial Year 2025-26 has been paid.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators / Courts / Tribunals impacting the going concern status of the Company and its operations in future.

CYBER SECURITY

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technoiogy controis are being enhanced inline with the threat scenarios. Your Company''s technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or ioss of data breach in cyber security.

GENERAL DISCLOSURES

Neither the Executive Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your Company.

Your Directors state that no disciosure or reporting is required in respect of the foiiowing items, as there were no transactions/events of these nature during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Inciuding Sweat Equity Shares) to employees of your Company under any scheme.

3. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

4. Appiication made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

5. One time settlement of loan obtained from the Banks or Financial Institutions.

6. Revision of financial statements and Directors'' Report of your Company.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors acknowledge with sincere gratitude for the trust reposed by aii Stakeholders including Customers, Investors, Vendors, Bankers, Auditors, Consuitants and Advisors and iook forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Government and State Government Bodies and Authorities, Financial Institutions and Banks. The Board aiso expresses its appreciation of the understanding and support extended by the sharehoiders and the continuing commitment and dedication shown by the employees of the Company.

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Mar 31, 2023

Your Directors have the pleasure of presenting the 28^th Annual Report of your Company together with the Audited Financial Statements for the year ended 31 March, 2023.

FINANCIAL RESULTS

The Company''s financial performance for the year ended on 31 March, 2023 is summarised below:

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operation	1,353.74	1,349.10	1,562.72	1,563.82
Profit/(Loss) before Interest and Depreciation	(7.53)	132.48	(51.35)	169.50
Less: Interest	(8.94)	(6.95)	(26.95)	(25.57)
Profit/(Loss) Before Depreciation	(16.47)	125.54	(78.30)	143.93
Less: Depreciation	(19.04)	(17.86)	(34.14)	(30.07)
Profit/(Loss) Before Tax	(35.50)	107.68	(112.44)	113.86
Less: Provision for taxation	(9.13)	19.75	(25.53)	21.77
Profit/(Loss) After Tax	(26.37)	87.93	(86.91)	92.09
Transfer from Comprehensive Income	(0.37)	(0.03)	(0.11)	(0.12)
Dividend Paid	(8.87)	(1.71)	(8.87)	(1.71)
Balance carried forward	(35.61)	86.19	(95.89)	72.37
Balance brought forward from previous year	424.88	338.69	474.12	401.75
Balance carried to Balance Sheet	389.27	424.88	378.23	474.12
Earnings per Share	(2.23)	19.73	(6.14)	20.63

CONSOLIDATED OPERATING RESULTS

The consolidated sales and operating income remained stagnant to '' 1,563 Crores during the year under review as against '' 1,564 Crores in the previous year. The consolidated EBT margin for the year was negative at '' 112.44 Crores as against '' 113.86 Crores in previous year. The consolidated net loss during the year 2022-23 was at '' 87 Crores compared to consolidated net profit of '' 92 Crores in previous year.

THE STATE OF COMPANY''S AFFAIRS

The Company is engaged in the business of manufacturing and trading of Tiles (Wall/Vitrified/Ceramics), Marble, Quartz and Bathware.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analysed in the Management Discussion and Analysis section which forms a part of the Annual Report. Further, the Company is not in the top 1,000 Companies list

based on the Market Capitalisation as on 31 March, 2022 and 31 March, 2023, the Business Responsibility and Sustainability Report (BRSR) may not be applicable to the Company.

APPROPRIATIONS

A. Dividend

Your Directors do not recommend any dividend for the financial year ended 31 March, 2023, due to Loss reported during the financial year 2022-23.

The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended) is available on the website https://www.aglasiangranito.com/ policies/Dividend-distribution-Policv.pdf.

B. Transfer to Reserves

The Board of Directors of the Company has decided not to transfer any amount to the Reserves for the year under review.

RIGHTS ISSUE 2022-23 AND ALTERATION IN ITS OBJECTS FOR UTILISATION OF FUNDS

During the year 2022-23, your Company has come out with Right Issue vide letter of Offer dated 06 April, 2022, of 6,99,93,682 fully paid up equity shares of face value of '' 10/- each (the "rights equity shares") for cash at a price of '' 63/- per rights equity share (including a premium of '' 53/- per rights equity share) not exceeding '' 440.96 Crores on a Rights basis to the existing eligible equity shareholders in the ratio of 37 Rights equity shares for every 31 fully paid-up equity shares held by the eligible equity shareholders on the record date, i.e. on 12 April, 2022 (the "issue"). The Rights Issue opened on 25 April, 2022 and closed on 10 May, 2022. The issue was oversubscribed and the Company received bids for 8,88,24,321 number of Rights Equity shares. On 16 May, 2022, the Board of Directors of the Company has approved the allotment of 6,99,93,682 equity shares of face value '' 10/- each to the eligible equity shareholders as fully paid up. Your Company has received Listing Approvals and Trading Approvals from the exchanges. The numbers of issued shares of the company increased from 5,67,51,634 equity shares to 12,67,45,316 equity shares post allotment of the rights issue equity shares. Thus your Company has raised funds of '' 440.96 Crores through a said rights issue.

In furtherance to that, your Company has obtained approval of the Shareholders for alteration of the objects for utilisation of funds out of the net proceeds of the Rights Issue of Equity Shares of the Company and changed the Objects of Issue as stated in the Letter of Offer dated 06 April, 2022, by way of passing Special Resolution vide Postal Ballot Notice dated 02 February, 2023 and the same was approved by requisite majority of the Shareholders of the Company as on 30 March, 2023. The summary of alteration in the object of issue are as under:

Sr. No.	Objects of the Issue as per Letter of Offer	Amount to be funded from the Net proceeds ('' in Crores)	Revised Objects	Amount to be funded from the Net proceeds ('' in Crores)
1.	Setting up a New Manufacturing Unit under AGL Surfaces Pvt. Ltd. (ASFPL) to manufacture Stone Plastic Composite (SPC) flooring at Morbi (including Working Capital requirement)	41.57	Setting up of Display Centre cum office at Ahmedabad, Gujarat under Asian Granito India Limited to showcase our entire range of products and capabilities	73.80
2.	Setting up of a Largest Display Center in Morbi to showcase our entire range of products and capabilities	37.23	Setting up of a Stock point for carrying out Trading Business of various building construction materials under Asian Granito India Limited	5.00
	Total	78.80		78.80

HUMAN RESOURCES

Your Company values its employees and believes that the Company''s success is a result of the Team Work of all of its employees. The Human Resource Development team strives to create a positive work environment that influences employees'' ability, motivation and creates opportunities for them to perform. Our safe, secure and harassment free work environment encourages high performance work culture with focus on employee health / safety, welfare, engagement, development, diversity, productivity, Cost and Quality. Comprehensive policies of the Company cover the entire spectrum of the life cycle of an employee from recruitment to retention. We are committed to hiring, nurturing and developing exceptionally talented human resources. Company''s unique culture and robust People Practices and Policies, inspire and ensure that every employee aspires to grow in the organization.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year.

The Company has a diverse workforce of 1568 employees as on 31 March, 2023 vis-a-vis 1616 employees as on 31 March, 2022. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.

SHARE CAPITAL

A. Authorised Share Capital

• As on 01 April, 2022, the Authorised Share Capital of the Company is '' 1,27,00,00,000/- consisting

12.70.00. 000 Equity shares of '' 10/- Each.

• The Authorised Share Capital of the Company was increased from '' 1,27,00,00,000/- to '' 1,40,00,00,000/- vide Ordinary Resolution passed at 27^th Annual General Meeting of the Members of the Company held on 16 September, 2022.

• As on 31 March, 2023, the Authorised Share Capital of the Company is '' 1,40,00,00,000/- consisting

14.00. 00.000 Equity shares of '' 10/- Each.

• Further, the Authorised Share Capital of the Company was increased from '' 1,40,00,00,000/-to '' 1,50,00,00,000/- vide Ordinary Resolution passed through postal ballot by the Members of the Company on 25 May, 2023.

B. Paid Up Share Capital

• As on 01 April, 2022 the paid up share capital of the Company was '' 56,75,16,340/- consisting 5,67,51,634 Equity shares of '' 10/- Each.

• As on date 16 May, 2022, the paid up share capital of the Company was increased from Rs. 56,75,16,340/-consisting 5,67,51,634 Equity shares to Rs. 1,26,74,53,160/- consisting 12,67,45,316 Equity shares on account of allotment of 6,99,93,682 Equity Shares on Rights basis.

• As on 31 March, 2023 the paid up share capital of the Company was '' 1,26,74,53,160/- consisting 12,67,45,316 Equity shares of '' 10/- Each.

BORROWINGS:

The Company has long-term borrowings outstanding amounting to '' 68.42 Crores as on 31 March, 2023.

DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) for the year ended on 31 March, 2023. None of the deposits earlier accepted by the Company remained outstanding, unpaid or unclaimed as on 31 March, 2023.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of Loans and advance granted, Investments made and Guarantees given during the year by the Company under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS WITH RESPECT TO FINANCIAL STATEMENTS

The Company has adequate Internal Financial Control (''IFC'') procedures commensurate with its size and nature of business in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The Company has appointed inhouse Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The Board reviews the effectiveness of controls documented as part of IFC framework, and take necessary corrective and preventive actions wherever lapses are found on the basis of such reviews. No significant events had been identified during the year that have materially affected, or are reasonably likely to materially affect our IFC. The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and

their Audit Reports is annexed to the Independent Auditors'' Report under Standalone Financial Statements and Consolidated Financial Statements respectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions, which were entered into during the Financial Year under review, were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. All Related Party Transactions are placed before the Audit Committee. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the SEBI Listing Regulations. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. The disclosures as required are provided in IND-AS in relation to transactions with related parties which are given in the notes to the Financial Statements.

The Related Party Transactions Policy as approved by the Board is hosted on the Company''s website i.e. https://www. aglasiangranito.com/policies/policy on materiality of related party transactions and dealing with related party transactions.pdf

MATERIAL CHANGES AND COMMITMENT - IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) and (10) of the Companies Act,2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns has been established. The Company has built a reputation for doing business with honesty and integrity over the years, and has shown zero tolerance for any sort of unethical behaviour or wrongdoing. The Audit Committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. During the year under review, no instance has been reported under this policy. Whistle-blower Policy and Code of Business Conduct have been hosted on the website of the Company https://www.aglasiangranito.com/policies/policy on vigil mechanism 2020.pdf

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the rules framed thereunder. In this regard, the Company has organized a number of interactive awareness workshops for its employees. During the year, no complaints were received under this policy.

RISK MANAGEMENT

Risk Management is an integral part of our strategy for stakeholders'' value enhancement and is embedded in to governance and decision-making process across the Organisation. The Company has in place the Risk Management Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organisation.

As per Risk Management Policy all the risks are discussed in detail with the functional heads to identify, evaluate, monitor and minimize the identifiable business risk in the Organization. The Risk Management Committee meets periodically to assess and deliberate on the key risks and adequacy of mitigation plan. Inputs from risk assessment are also embedded into annual internal audit programme. Key risks and mitigation measures are summarised in Management Discussion and Analysis section of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company was required to spend '' 1.11 Crores (2% of the average net profit of the past three financial years and net profit as computed pursuant to section 198 of the Act). The total amount spent during the year was '' 1.11 Crores. The CSR Activities undertaken by the Company were under the thrust areas of Community Healthcare, Sanitation and Hygiene, Education and Knowledge Enhancement and Social Care and Concern. The Annual report on CSR Activities is annexed herewith as "Annexure-A" forming part of this Annual Report.

The CSR policy of the Company is hosted on the website at https://www.aglasiangranito.com/policies/CSR policv.pdf.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

We believe that Environment, Health and Safety (EHS) are essential and paramount pillars for sustainable growth of our business.

We have developed policies and guidelines which take our EHS compliance beyond the regulatory requirements. The policies also ensure consistent and continuous implementation of the EHS requirements throughout the Company.

Our sincere and focused endeavours in EHS domain has substantially helped to lead to safe and healthy working environment for our work force at large.

Our workplace environment is designed to make our employees feel valued, respected, empowered and inspired to achieve our EHS goals.

A responsibility towards the environment is part of our mandate. We continuously endeavour to minimize adverse environmental impact and demonstrate our commitment to protect the environment.

During the year, all our manufacturing plants remained compliant with applicable EHS regulations.

HOLDING, SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE

The Company has Thirteen (13) Subsidiaries as on 31 March, 2023, out of which Two (2) are step down subsidiaries and there are 5 (Five) Subsidiaries incorporated during the year which are yet to commence their operations and further, one of Wholly Owned Subsidiary of AGL Global Trade Private Limited has filed application for removing its name from Register of Companies during the year. There are no joint venture companies. There has been no material change in the nature of the business of the subsidiaries.

The highlights of performance of major subsidiaries of the Company have been discussed and disclosed under the Management Discussion and Analysis section of the Annual Report. The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form AOC-1 as "Annexure-B", which forms part of this Annual Report.

The Annual Accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The Annual Accounts of the Subsidiary Companies are also available on the website of the Company at https://www.aglasiangranito.com/ financial-results.

INSURANCE

The Company''s plant, property, equipments and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Board of Directors:

Your Company has well constituted Board, in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company.

Declaration from Independent Directors of the Company

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, during the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration / Incentive to the Executive Directors and payment of sitting fees, commission to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

The details terms of appointment of IDs are disclosed on the company''s website with following link https:// www.aalasianaranito.com/policies/Terms Conditions of Independent Directors.pdf.

Resignation of Directors:

Mrs. Dipti Mehta, Independent Director has resigned from the Board w.e.f 08 August, 2022 due to her preoccupation and paucity of time. Mr. Kanubhai Patel has also resigned from the position of Executive Director w.e.f. 07 November, 2022 due to his personal reasons.

Re-appointment of Directors

As per the provisions of the Companies Act, 2013, Mr. Bhaveshkumar Patel (DIN: 03382527) will retire by rotation at the 28^th Annual General Meeting and being eligible offers himself for re-appointment.

The tenure of Mr. Kamleshkumar B. Patel (DIN: 00229700), as Chairman and Managing Director of the Company will expire on 31 December, 2023. The Nomination and Remuneration Committee and the Board of Directors at their meeting held on 12 August, 2023 recommended and approved the re-appointment of and payment of remuneration to Mr. Kamleshkumar B. Patel as a Chairman and Managing Director for a further period of 3 (Three) years w.e.f. 01 January, 2024 subject to approval of Members at the 28^th Annual General Meeting.

The tenure of Mr. Mukeshbhai J. Patel (DIN: 00406744), as Managing Director of the Company will expire on 31 March, 2024. The Nomination and Remuneration Committee and the Board of Directors at their meetings held on 12 August, 2023 recommended and approved the re-appointment of and payment of remuneration to Mr. Mukeshbhai J. Patel, as Managing Director of the Company for a further period of 3 (Three) years w.e.f. 01 April, 2024 subject to approval of Members at the 28^th Annual General Meeting.

Terms and conditions of re-appointment of Mr. Kamleshkumar B. Patel and Mr. Mukeshbhai J. Patel are contained in the Explanatory Statement forming part of the Notice of this 28^th Annual General Meeting.

Mr. Mukesh M. Shah (DIN: 00084402) is completing his first term of five (5) years of his appointment as an Independent Director on 13 November, 2023 and is eligible for re-appointment for another term of five (5) consecutive years subject to approval of the Members by Special Resolution. Based on the performance evaluation of the Independent Directors, the Nomination and Remuneration Committee has recommended and the Board of Directors has approved his re-appointment as an Independent Director for a second term of five (5) consecutive years commencing from 14 November, 2023 to 13 November, 2028, subject to approval of Members at the 28^th Annual General Meeting.

Appointment of Director

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Dr. Yashree Dixit as an Additional Non-Executive Independent Director with effect from 12 August, 2023 for a period of Five (5) years. In terms of Section 161 of the Act, she holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Dr. Yashree Dixit as an Independent Director, for a first term of five (5) consecutive years commencing from 12 August, 2023 to 11 August, 2028 for the approval of the Shareholders of the Company at the 28^th Annual General Meeting.

The brief resume and other relevant information of the aforesaid Director(s) being appointed / re-appointed are given in the explanatory statement to the Notice convening the AGM, for your perusal.

I n the opinion of the Board, the Directors appointed / re-appointed during the year possess requisite expertise, integrity and experience (including proficiency) for appointment / reappointment as Independent Directors of the Company.

ii) Meetings of Board of Directors

During the year, 5 (Five) Board Meetings and one Independent Directors'' Meeting were held, the details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were adhered to while considering the time gap between two meetings. Detailed information on the meetings of the Board is included in the Corporate Governance Report which forms part of the Annual Report.

iii) Committees to the Board

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31 March, 2023:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Risk Management Committee

d) Nomination and Remuneration Committee

e) Corporate Social Responsibility Committee

f) Administrative Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

The Board has accepted all the recommendations made by the Audit Committee and all other committee.

Note:

Rights Issue Committee was constituted in Board Meeting dated 04 February, 2022 for Rights Issue 2022-23, which was temporary in nature, which met on 06 April, 2022, 16 May, 2022 and 20 May, 2022 which gets dissolved once the Rights issue''s fund will be utilized.

iv) Familiarization Programme of Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations were organized during the year under review for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in formal/ informal gatherings.

The details of such familiarization programmes for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations are posted on the website of the Company and can be accessed at https://www. aglasiangranito.com/familiarisation-programmes.

v) Board Performance Evaluation

Pursuant to the provisions of companies Act, 2013 and SEBI Listing Regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors including Chairman. The evaluation manner has been carried out and has been explained in the Corporate Governance Report.

vi) Key Managerial Personnel

During the year under review, Mr. Amarendra Kumar Gupta, Chief Financial Officer resigned w.e.f. 09 June,

2022 and CA Mehul Shah has been appointed as Chief Financial Officer w.e.f. 10 June, 2022.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Act, 2013, in relation to financial statements of the Company for the year ended 31 March, 2023, the Board of Directors state that:

i) In the preparation of the annual accounts for the year ended on 31 March, 2023, the applicable accounting standards had been followed and that no material departures have been made from the same;

ii) Appropriate accounting policies had been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March,

2023 and the loss of the Company for the year ended 31 March, 2023;

iii) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Financial Statements had been prepared on a going concern basis;

v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

vi) The Company had devised proper system to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also stated in "Annexure-C" which forms part of this Annual Report. Remuneration policy can be assessed at https://www.aglasiangranito.com/policies/ Nomination and Remuneration policy.pdf.

PARTICULARS OF EMPLOYEES

Your Company does not have any employee drawing remuneration exceeding limits of Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under review.

AUDITORS

i) Statutory Auditors

M/s. R R S and Associates, Chartered Accountants (FRN: 1 18336W) were appointed by Board on 31 August, 2019 as Statutory Auditors of the Company, which has been approved by shareholders in 24^th Annual General meeting held on 30 September, 2019 for the period of five years i.e. upto conclusion of 29^th Annual General Meeting of the Company to be held in the year 2024.

M/s. R R S and Associates, Chartered Accountants have carried out the Statutory Audit of the Company for the Financial Year 2022-23 and the Report of the Statutory Auditor forms part of the Annual Report. The Statutory Auditors have not raised any qualification, observations or adverse remarks in their report.

ii) Secretarial Auditor

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed M/s. RPAP and Co., Practicing Company Secretary as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the year 2022-23.

M/s. RPAP and Co., Practicing Company Secretary have carried out the Secretarial Audit and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as "Annexure-D".

During the year 2022-23, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. As required by Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report. The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from M/s. RPAP and Co., Practicing Company Secretary, confirming compliance with the conditions of corporate governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of the Corporate Governance Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link https://www.aglasiangranito. com/AnnualReturn/annual return 2022 23.pdf.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing information on Conservation of energy, Technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-E" to this Report.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the Financial Year 2022-23 has been paid.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators / Courts / Tribunals impacting the going concern status of the Company and its operations in future.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors acknowledge with sincere gratitude for the trust reposed by all Stakeholders including Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent support, guidance and cooperation extended by the Government and State Government Bodies and Authorities, Financial Institutions and Banks. The Board also expresses its appreciation of the understanding and support extended by the shareholders and the continuing commitment and dedication shown by the employees of the Company.

For and on behalf of the Board of Directors

Kamleshkumar B. Patel

Place: Ahmedabad Chairman and Managing Director

Date: 12 August, 2023 DIN: 00229700

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Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

Your Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended on 31st March, 2018 is summarised below:

		(Rs. in Lakhs)
	Standalone
PARTICULARS	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Revenue From Operation	1,01,388.92	99,511.23
Profit before Interest and Depreciation	8,929.79	8,715.14
Less: Interest	2,143.20	2,416.27
Profit Before Depreciation	6,786.59	6,298.87
Less: Depreciation	1,720.84	1,636.48
Profit Before Tax	5,065.75	4,662.39
Less: Provision for taxation	1,767.57	1,492.50
Profit After Tax	3,298.18	3,169.89
Transfer from Comprehensive Income	-8.34	-26.65
Dividend Paid	-240.70	-150.44
Dividend Distribution Tax (net)	-49.15	-30.63
Balance Carried Forward	2,999.99	2,962.18
Balance brought forward from Previous Year	23,198.20	20,236.01
Balance carried to Balance Sheet 26,198.18		23,198.20

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY

Particulars	2017-18	2016-17	Increase / Decrease
Net Sales	1,00,450.98	94,605.30	6.18%
EBIDTA	8,423.26	8,134.60	3.55%
Profit before tax	5,065.75	4,662.39	8.65%

CONSOLIDATED OPERATING RESULTS

The consolidated sales and operating income increased to Rs. 1,17,140.16 lakhs from Rs. 1,13,684.91 lakhs in the previous year showing a growth of 3.04%. The consolidated Profit before tax for the year was Rs. 8,000.34 lakhs as against Rs. 6,684.25 lakhs in previous year registering growth of 19.69%. The consolidated net profit increased to ? 5,687.56 lakhs from Rs. 4,938.68 lakhs in the previous year registering a growth of 15.16%.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and under the SEBI (LODR) Regulations, 2015 and forms the part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analysed in the Management Discussion and Analysis section which forms a part of the Annual Report.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve Account.

SHARE CAPITAL

The Authorised Equity Share Capital of the Company consist of 3,62,50,000 equity shares of Rs.10/- each and issued, subscribed and paid up Equity Share Capital consist of 3,00,87,446 equity shares of Rs. 10/- each fully paid up.

DIVIDEND

The Board of Directors at its meeting held on 18th May, 2018 have recommended a payment of final dividend of Rs. 1.30/-(Rupees One & Thirty Paisa Only) per equity share of the face value of Rs.10/- each for the Financial year ended 31st March, 2018. If approved, the total dividend for the financial year 2017-18 will be Rs.1.30/- per equity share of face value Rs. 10/- each.

HUMAN RESOURCES

Adapting to change is quintessential to a growing organisation''s longevity. Over the time, Company has changed to adapt and evolve with the changing economic landscape, while keeping its core values firmly entrenched.

The Human Resource Department has strategic and functional responsibilities for all of the Human Resource disciplines in this changing scenario. There are four corresponding roles for Human Resource: (a) as a strategic partner working to align Human Resource and business strategy, (b) as an administrative expert working to improve organisational processes and deliver basic Human Resource services, (c) as an employee champion, listening and responding to employees'' needs, and (d) as a change agent managing change processes to increase the effectiveness of the organisation.

Within organisation, Human Resource Department has active engagement with employee issues, listening to their concerns and building a professional and stable relation between employees and employers. Managing expectations, being flexible, communicating and adequate training are few of the most significant factors in keeping employees contented. Human Resource Department conducts performance appraisals, career development and up skilling, developing effective reward systems and designing jobs to fit both the needs of the business and employees.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. The Company has a diverse workforce of 2,545 employees as on 31st March, 2018 vis-a-vis 2,376 employees as on 31st March, 2017. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. The policy is uploaded on the website of the Company https://www.aglasiangranito.com/investor-relation

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We have not received any sexual harassment complaints during the year 2017-18.

RISK MANAGEMENT

The Company has formalised Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Organisation. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any, which may threaten the existence of the Company.

There is no such risk which in the opinion of the Board may threaten the existence of the Company.

ENVIRONMENT, HEALTH AND SAFETY

We believe that Environment, Health and Safety (EHS) are essential and paramount pillars for sustainable growth of our business.

We have developed policies and guidelines which take our EHS compliance beyond the regulatory requirements. The policies also ensure consistent and continuous implementation of the EHS requirements throughout the Company.

A responsibility towards the environment is part of our mandate. We continuously endeavour to minimize adverse environmental impact and demonstrate our commitment to protect the environment.

During the year, all our manufacturing sites remained compliant with applicable EHS regulations.

HOLDING, SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE

During the year Company has incorporated a Subsidiary Company namely Camrola Quartz Limited.

During the year Company has incorporated wholly owned subsidiary Company namely Trodo Ceramics Private Limited which has been converted from Partnership firm to Private Limited Company. Trodo Ceramics Private Limited is a holding Company of Crystal Ceramic Industries Private Limited.

A report on performance and financial position (Form AOC-1) of each of the subsidiaries as per the Companies Act, 2013 is provided as Annexure A.

The annual accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The annual accounts of the Subsidiary Companies are also available on the website of the Company at https://www. aglasiangranito.com/investor-relation

RELATED PARTY TRANSACTIONS

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature and such approval is in the interest of the Company. The transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. All related parties transactions are disclosed in note 35 to the financial statements. In accordance with the related party transaction policy of the Company and pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of all contracts and/or arrangements entered between the Company and the related parties are annexed herewith in form AOC-2 annexed as Annexure B

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website i.e. https://www.aglasiangranito.com/investor-relation

DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2018.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in note no. 03, 04 and 05 to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial

Control has been laid down in the Company and that controls are adequate and operating adequately.

The audit scope, mythology to be used, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Auditor also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

INTERNAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

The Company has an adequate system of internal financial control in place with reference to financial statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

INSURANCE

The Company''s plant, property, equipments and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability and clinical trials. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Suresh J. Patel (holding DIN: 00233565) will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details terms of appointment of IDs are disclosed on the Company''s website with following link http://aglasiangranito.com/index.php/ investor-relation

MEETINGS OF THE BOARD

During the year Five Board Meetings and one Independent Directors'' meeting was held, the details of which are given in Corporate Governance Report. The provisions of Companies

Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. Details of the number of Board Meeting held during the year forms part of the Corporate Governance Report.

COMMITTEES TO THE BOARD

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31st March, 2018:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv Corporate Social Responsibility Committee

v. Administrative Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company''s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations are organised for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in informal gatherings.

The details of such familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www. aglasiangranito.com/investor-relation

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of companies Act, 2013 and SEBI Listing regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors including Chairman.

The evaluation manner has been carried out and has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The contributions in this regard have been also made to the Asian Institute of Technology, which is engaged in activities in various fields like provides technical education to students who are below poverty line or low income group, in Vadali etc. The composition of the committee, contents of CSR policy and report on CSR activities carried out during the financial year ended 31st March, 2018 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Act, 2013, in relation to financial statements of the Company for the year ended 31st March, 2018 the Board of Directors state that:

i) In the preparation of the annual accounts for the year ended on 31st March, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) Appropriate accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2018 and the profit and loss of the Company for the period 31st March, 2018;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

vi) The Company has devised proper system to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure D which forms part of this report.

SECRETARIAL AUDITOR

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment thereof, had appointed M/s. Shilpi Thapar and Associates, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the financial year 2018-19 (April 2018 to March 2019). M/s. Shilpi Thapar and Associates, Company Secretaries have carried out the Secretarial Audit of the Company for FY 2017-18 and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as Annexure E.

CORPORATE GOVERNANCE

During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 the Company has complied with applicable provision of Corporate Governance and a separate report of Corporate Governance is included as a part of Annual Report along with requisite certificate from M/s. Shilpi Thapar and Associates, Company Secretaries, confirming compliance with the conditions of corporate governance is attached to the Report on corporate governance.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under Section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 forms part of this report as Annexure F.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure G.

PARTICULARS OF EMPLOYEES

Your Company does not have any employee drawing remuneration exceeding Rs. 1.02 Crores per annum or Rs. 8.50 lakhs per month for any part of financial year 2017-18, pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES

There has been material changes and commitments affecting the financial position of the Company taken place as your Company has incorporated subsidiary Company i.e. Camrola Quartz Limited during the year 2017-18. During the year Company has become holding Company of Trodo Ceramics Private Limited which has been converted from Partnership to Private Limited Company.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the FY 2018-19 have been paid.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENTS

Your Directors thanks all Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thank Governments of various countries where we have our operations especially Government of India and its various Ministries.

Your Directors looks forward for their continued support in the future for the consistent growth of the Company.

	For and on behalf of the Board
	Kamleshbhai B. Patel
Place: Ahmedabad Date: 18th May, 2018	Chairman and Managing Director DIN: 00229700

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Mar 31, 2017

Dear Members

The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2017.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company’s financial performance for the year ended on 31st March, 2017 is summarised below:

(Rs. in Lacs)

	Standalone Results
	Year ended 31st March 2017	Year ended 31st March 2016
Gross Turnover and other receipts	102322.15	95549.80
Profit before Interest and Depreciation	8183.18	7106.03
Less: Interest	2091.34	2375.23
Profit Before Depreciation	6091.84	4730.80
Less: Depreciation	2198.17	2122.30
Profit Before Tax	3893.67	2608.50
Less: Provision for taxation	1097.47	715.30
Profit After Tax	2796.20	1893.20
Balance brought forward from previous year	21540.57	18978.44
Balance carried to Balance Sheet	24155.70	21540.57

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY

Your Company registered 8.85% growth in net sales from Rs.87072.75 lacs in 2015-16 to Rs.94779.45 lacs in 2016-17. Earnings before interest, depreciation and tax (EBIDTA) increased by 15.16% from Rs.7106.03 lacs in 2015-16 to Rs.8183.18 lacs in 2016-17 due to increased sales of value-added tiles, cost optimization arising from shop floor efficiencies. The profit after tax grew by 47.70% from Rs.1893.20 lacs in 2015-16 to Rs.2796.20 lacs in 2016-17. The earnings per share (basic) increased from Rs.6.71 in 2015-16 to Rs.9.29 in 2016-17.

CONSOLIDATED OPERATING RESULTS

The consolidated sales and operating income increased to Rs.106595.13 lacs from Rs.99390.01 lacs in the previous year showing a growth of 7.25%. The consolidated EBIDTA margin for the year was Rs. 12712.05 lacs as against Rs. 9167.50 lacs in previous year registering growth of 38.6%. The consolidated net profit increased to Rs.3911.45 lacs from Rs.2425.90 lacs in the previous year registering a growth of 61.24%.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and under the SEBI (LODR) Regulations, 2015 and forms the part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The details of operating performance of the Company for the year, the state of affairs and the key changes in the operating environment have been analysed in the Management Discussion and Analysis section which forms a part of the Annual Report.

TRANSFER TO RESERVES

No amount has been transferred to General Reserve Account during the year under review.

SHARE CAPITAL

The Authorised Equity Share Capital of the Company consist of 36250000 (P.Y. 31250000) equity shares of Rs.10/each as 5000000 equity shares are included on account of Amalgamation of erstwhile Artistique Ceramics Private Limited, transferor company and issued, subscribed and paid up Equity Share Capital consist of 30087446 (P.Y. 22582541) equity shares of Rs.10/- each fully paid up as 7504905 equity shares are issued on account of Amalgamation of erstwhile Artistique Ceramics Private Limited, transferor company.

DIVIDEND

Interim dividend of Rs.0.50 per equity share of face value of Rs.10/amounting to Rs.150.44 lacs was paid to the shareholders during the year under review. Further, the Board has recommended a final dividend of Rs.0.80 per equity share amounting to Rs.240.70 lacs for approval to shareholders at the 22nd Annual General Meeting of the Company. The total distribution towards dividend of Rs.1.30 per equity share of face value of Rs.10/- each. As a part of Good Corporate Governance practice, the Company has adopted a Dividend Distribution policy which is available on the website of the Company www.aglasiangranito.com.

HUMAN RESOURCES

Adapting to change is quintessential to a growing organization’s longevity. Over the time, Company has changed to adapt and evolve with the changing economic landscape, while keeping its core values firmly entrenched.

The Human Resource Department has strategic and functional responsibilities for all of the Human Resource disciplines in this changing scenario. There are four corresponding roles for Human Resource: (a) as a strategic partner working to align Human Resource and business strategy, (b) as an administrative expert working to improve organizational processes and deliver basic Human Resource services, (c) as an employee champion, listening and responding to employees’ needs, and (d) as a change agent managing change processes to increase the effectiveness of the organization.

Within organization, Human Resource Department has active engagement with employee issues, listening to their concerns and building a professional and stable relation between employees and employers. Managing expectations, being flexible, communicating and adequate training are few of the most significant factors in keeping employees contented. Human Resource Department conducts performance appraisals, career development and up skilling, developing effective reward systems and designing jobs to fit both the needs of the business and employees.

On the Industrial front, the Company continued to foster cordial Industrial Relations with its workforce during the year. The Company has a diverse workforce of 2376 employees as on 31st March, 2017 vis-a-vis 1909 employees as on 31st March, 2016. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.

VIGIL MECHANISM

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ‘Whistle Blower Policy’ for directors, employees and other stakeholders to report genuine concerns has been established. The Audit committee reviews the functioning of the Whistle Blower mechanism on a quarterly basis. The same is uploaded on the website of the Company https://www. aglasiangranito.com/investor-relation

SEXUAL HARASSMENT OF WOMEN AT WORKLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We have not received any sexual harassment complaints during the year 2016-17.

RISK MANAGEMENT

The Company has formalised Risk Management system by formulating and adopting Risk Management Policy to identify, evaluate, monitor and minimize the identifiable business risk in the Organisation. This is an ongoing process and the Audit Committee periodically reviews all the risk and suggests the necessary steps to mitigate the risk if any, which may threaten the existence of the Company.

There is no such risk which in the opinion of the Board may threaten the existence of the Company.

ENVIRONMENT, HEALTH & SAFETY

We believe that Environment, Health and Safety (EHS) are essential and paramount pillars for sustainable growth of our business.

We have developed policies and guidelines which take our EHS compliance beyond the regulatory requirements. The policies also ensure consistent and continuous implementation of the EHS requirements throughout the Company.

A responsibility towards the environment is part of our mandate. We continuously endeavour to minimize adverse environmental impact and demonstrate our commitment to protect the environment.

During the year, all our manufacturing sites remained compliant with applicable EHS regulations.

HOLDING, SUBSIDIARIES, ASSOCIATE, JOINT VENTURE COMPANIES AND THEIR PERFORMANCE

During the year under review, Powergrace Industries Limited has become subsidiary of AGL Industries Limited which is wholly owned subsidiary of your Company. Hence, Powergrace Industries Limited has become step down subsidiary of your Company.

A report on performance and financial position (Form AOC-1) of each of the subsidiaries, Associates and Joint Venture as per the Companies Act, 2013 is provided as Annexure-A.

The annual accounts of the Subsidiary Companies will be made available to any Member of the Company seeking such information at any point of time and are also available for inspection by any Member of the Company at the Registered Office of the Company on any working day during business hours up to the date of the Annual General Meeting. The annual accounts of the Subsidiary Companies are also available on the website of the Company at https://www.aglasiangranito.com/ investor-relation

RELATED PARTY TRANSACTIONS

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature and such approval is in the interest of the Company. The transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval. All related parties transactions are disclosed in note 43 to the financial statements. In accordance with the related party transaction policy of the Company and pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of all contracts and/or arrangements entered between the Company and the related parties are annexed herewith in form AOC-2 annexed as Annexure- B.

The Related Party Transaction Policy as approved by the Board is uploaded on the Company’s website i.e. https://www. aglasiangranito.com/investor-relation

DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended 31st March, 2017.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 12 and 13 to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company believes that a strong internal control framework is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating adequately.

The audit scope, mythology to be used, reporting framework is defined in charter of the Internal Audit, which is approved by the Audit Committee of the Board of Directors. The Internal Auditors evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all the locations of the Company. Based on the report of the Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are placed before the Audit Committee of the Board. The Internal Audit also continuously evaluates the various processes being followed by the Company and suggests value addition, to strengthen such processes and make them more effective.

INTERNAL CONTROLS WITH RESPECT TO FINANCIAL STATEMENTS

The Company has an adequate system of internal financial control in place with reference to financial statements. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

INSURANCE

The Company’s plant, property, equipments and stocks are adequately insured against major risks. The Company also has appropriate liability insurance covers particularly for product liability and clinical trials. The Company has also taken Directors’ and Officers’ Liability Policy to provide coverage against the liabilities arising on them.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhogibhai B. Patel (holding DIN: 00300345), will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

During the year Mr. Maganlal Prajapati (holding DIN: 00564105) and Mr. Shankarlal Patel (holding DIN: 02179603) has resigned on 25th January, 2017 and Mr. Hemendrakumar C. Shah (holding DIN: 00077654)and Dr. Satish Deodhar (holding DIN: 07766673) has been appointed as Additional Independent Director on 20th March, 2017 subject to approval of members in the ensuing Annual General Meeting.

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details terms of appointment of IDs are disclosed on the Company’s website with following link http:// aglasiangranito.com/index.php/ investor-relation

MEETINGS OF THE BOARD

During the year eight Board Meetings and one Independent Directors’ meeting was held, the details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. Details of the number of Board Meeting held during the year forms part of the Corporate Governance Report.

COMMITTEES TO THE BOARD

In compliance with the requirement of applicable laws and as part of best governance practices, the Company has following Committees of the Board as on 31st March, 2017:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Administrative Committee

The details with respect to the aforesaid Committees forms part of the Corporate Governance Report.

FAMILIARIZATION PROGRAMEE OF INDEENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company’s procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

The Independent Directors also met with senior management team of the Company in informal gatherings.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.aglasiangranito.com/investor-relation

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of companies Act, 2013 and SEBI Listing regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors including Chairman.

The evaluation manner has been carried out and has been explained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

There was no change in the Key Managerial Personnel during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The contributions in this regard have been also made to the Arham Yuva Seva Group, which is engaged in activities in various fields like Education, Healthcare, Support Orphanage-Ashram, Animal welfare and Arham Aahar (Food) to needy persons, help in natural calamity etc. The composition of the committee, contents of CSR policy and report on CSR activities carried out during the financial year ended 31st March, 2017 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C forming part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Act, 2013, in relation to financial statements of the Company for the year ended 31st March, 2017 the Board of Directors state that:

i) In the preparation of the annual accounts for the year ended on 31st March, 2017, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) Appropriate 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 as on 31st March, 2017 and the profit and cash flow of the Company for the period 31st March, 2017;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

vi) The Company has devised proper system to ensure the Compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure - D which forms part of this report.

AUDITORS a) Statutory Auditors

A. L. Thakar and Associates, Chartered Accountants (Firm Registration No. 1201 16W), Statutory Auditors of the Company along with their network of firms of Chartered Accountants has completed more than 10 years as Statutory Auditors of your Company. Considering the requirements of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company at their meeting held on 10th August, 2017, based on the recommendation of the Audit Committee, have made its recommendation for appointment of Manubhai and Shah LLP, Chartered Accountants (Firm Registration No. 106041W/W100136), as the Statutory Auditors of the Company by the Members at the 22nd Annual General Meeting of the Company for a term of five consecutive years i.e. from the conclusion of 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting of the Company, subject to ratification of appointment for each year by shareholders at Annual General Meeting pursuant to Section 139 of the Companies Act, 2013. Accordingly, a resolution, proposing to the aforesaid appointment of M/s. Manubhai and Shah LLP, as the Statutory Auditors of the Company forms part of the Notice of the 22nd Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

b) Secretarial Auditor

The Board, pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment thereof, had appointed M/s. Shilpi Thapar and Associates, Company Secretaries, as the Secretarial Auditors of the Company to conduct the Secretarial Audit as per the provisions of the Companies Act, 2013 for the year 201718 (Apr-17 to Mar-18). M/s. Shilpi Thapar and Associates, Company Secretaries have carried out the Secretarial Audit of the Company for FY2016-17 and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as Annexure-E. The Company will take steps to ensure the compliances on observations of Secretarial Auditors given in their Secretarial Audit Report.

CORPORATE GOVERNANCE

During the year pursuant to SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 the Company has complied with applicable provision of Corporate Governance and a separate report of Corporate Governance is included as a part of Annual Report along with requisite certificate from M/s. A.L. Thakkar & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 forms part of this report as Annexure-F.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure G.

PARTICULARS OF EMPLOYEES

Your Company does not have any employee drawing remuneration exceeding Rs.1.02 crores per annum or Rs.8.50 lacs per month for any part of financial year 2016-17, pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.

MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2017.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2017-18 have been paid.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENTS

Your Directors thanks all Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thanks Governments of various countries where we have our operations especially Government of India and its various Ministries.

Your Directors look forward for their continued support in the future for the consistent growth of the Company.

For and on behalf of the Board

Kamleshbhai B. Patel

Place: Ahmedabad Chairman and Managing Director

Date: 10.08.2017 DIN: 00229700

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Mar 31, 2015

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts of Asian Granite India Limited for the year ended 31 st March, 2015.

1. Financial Summary and Highlights (Rs. in Lacs)

Current Previous Current Previous Year Year Year Year Gross Turnover and other receipts 90,784.33 84,163.19 92,610.43 85,445.05

Profit / (Loss) before Interest and Depreciation 6,136.82 6,50945 6,198.92 6,120.61

Less: Interest 2,232.85 2,099.75 2,101.15 2,017.69

Profit/(Loss) Before Depreciation 3,903.97 4,409.70 4,097.77 4,102.93

Less: Depreciation 1,901.59 2,160.02 1,910.26 2,162.96

Profit/(Loss) Before Tax 2,002.38 2,249.68 2,187.51 1,939.97

Less: Provision for taxation 555.63 835.48 559.54 840.63

Share of net profit of associates - - 148.12 (110.05)

Profit/(Loss) After Tax 1,446.75 1,414.20 1,479.85 1,209.39

Balance brought forward from previous year 17,573.20 15,956.34 17,079.66 15,667.61

Balance carried to Balance Sheet 18,97844 17,573.201 18,518.00 17,079.66

2. Company Performance (Standalone and Consolidated Basis)

The Company's Standalone revenues from operations were Rs.907.84 Crores for the year ended 31 st March, 2015 as compared to Rs.841.63 Crores for the previous year, while Consolidated revenues from operations were Rs.926.10 Crores for the year ended 31st March, 2015 as compared to Rs.854.45 Crores for the previous year.

However, your Directors are expecting to achieve better results in time to come and to continue the position of market leader in coming years.

The highlights of the Company's performance are as under:

1. Revenue from operations increased to Rs.907.84 Crores in the year 2014-15 from Rs. 841.63 Crores in the year 2013-14.

2. Net Profit is increased to Rs. 14.47 Crores in the year 2014-15 from Rs. 14.14 Crores in the year 2013-14.

3. EBIDTA is decreased to Rs.61.37 Crores in the year 2014-15 from Rs.65.09 Crores in the year 2013-14.

Subsidiary Performance:

Asian Granito India Limited has a wholly owned subsidiary as AGL Industries Limited. AGL Industries Limited has earned revenue of Rs. 1281.86 Lacs in the year 2013-14 which increased to Rs. 1826.10 Lacs in the year 2014-15. Company has made expenses of Rs. 1265.20 Lacs in the year 2013-14 which is increased to Rs. 1818.85 Lacs in the year 2014-15. Company has made profits of Rs.11.50 Lacs in the year 2013-14 which has decreased toRs.3.32 Lacs in the year 2014-15.

Associate Company And Joint Venture Company Performance:

Asian Granito India Limited has one associate company Astron and Paper Board Mills Limited. This associate company has earned total revenue of Rs. 10619.79 Lacs in the last year 2013-14 which is increased to Rs. 15213.67 Lacs in the year 2014-15.Company has made expenses of Rs. 10751.36 Lacs in the last year 2013- 2014 which is increased to Rs. 14626.36 Lacs in the year 2014-15. Company had made loss of Rs.287.86 Lacs in the year 2013-14 and has made profit of Rs.406.25 Lacs in the year 2014-15.

Asian Granito India Limited has entered into joint venture with AGL Panaria Private Limited on 13th June, 2012. The Company has earned revenue ofRs. 1096.89 Lacs in 2013-14which has increased toRs. 1564.93 Lacs in 2014-15.Company has made expenses of Rs. 1309.42 Lacs in the year 2013-14 which has increased to Rs. 1801.64 Lacs in the year 2014-15. Company has made losses of Rs.212.53 Lacs in the year 2014-15 which has increased to Rs.236.71 Lacs in the year 2014-15.

3. Consolidated Financial Statements:

The consolidated financial statements of the Company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and under the Listing Agreement with the stock exchanges. The audited financial statements in respect of each of its subsidiary/associates /joint venture companies will be made available to the shareholders, on receipt of a request from any shareholder and it has also been placed on the website of the Company. This will also be available for inspection by the shareholders at the registered office during the business hours.

4. Dividend:

Your Directors do not recommend payment of any dividend for the financial year ended 31 st March, 2015, in order to conserve the resources of the Company. The Company will retain the earnings for use in the future operations & projects and strive to increase the net worth of stakeholders of the Company.

5. Management Discussion and Analysis Report:

The Report on Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is included in this Report. Certain Statements

in the sand report may be forward looking. Many factors may affect the actual results which could be different from what the directors envisage in terms of the future performance and outlook.

6. Subsidiaries, Associates and Joint Ventures:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries and associates included in the consolidated financial statements is included in financial statements.

In accordance with third proviso of section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.aglasiangranito.com in Investor Relation Section. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.aglasiangranito.com in Investor Relation Section. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office. The statement required under section 134 of the Companies Act, 2013 in respect of subsidiaries, Associates and Joint Ventures is provided as AOC-1 as Annexure 1 to this Report.

7. Fixed Deposits:

Your Company has not accepted any deposits from the public within the meaning of chapter V of the Act, 2013 for the year ended 31st March, 2015.

8. Directors:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhaveshbhai Patel (DIN: 03382527), Executive Director, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

All independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. The details terms of appointment of IDs are disclosed on the Company's website with following link http://aglasiangranito. com/index.php/investor-relation.

Separate meeting of Independent Directors was held on 9th February, 2015 and the Independent Directors reviewed the performance of non independent Director i.e

1. Mr. Kamleshbhai Patel, Chairman and Managing Director

2. Mr. Mukeshbhai Patel, Managing Director

3. Mr. Sureshbhai Patel, Executive Director

4. Mr. Bhaveshbhai Patel, Executive Director

5. Mr. Kanubhai Patel, Executive Director

6. Mr. Bhogibhai Patel, Executive Director

and the Board as a whole. They reviewed the performance of Chairman after taking into account the views of Executive Directors. They also assessed the quality, quantity and timeliness of the flow of information between the Company's management and the board that are necessary for the board to effectively and reasonably perform their duties. Five out of six Independent Directors were present at the meeting.

9. Meetings of The Board:

During the year seven Board Meetings and one Independent Directors 'meeting was held, the details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and Listing Agreement were adhered to while considering the time gap between two meetings.

10. Performance Evaluation:

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of the Board and its Committees i.e Audit, Nomination and Remuneration and Stakeholder committee, CSR by the way of individual and collective feedback from Directors.

The following were the Evaluation Criteria: (a) For Independent Directors: -

- Participation in terms of adequacy (time & content)

- Contribution through expertise and perspective

- Guidance/support to management outside Board/Committee meetings

(b) For Executive Directors: -

Leadership initiative, Initiative in terms of new ideas and planning for the Company, professional skills, problem solving and decision making, Compliance with policies of the Company, ethics, code of conduct etc., Reporting of frauds, violations etc., safeguarding of interest of whistle blowers under vigil mechanism, timely inputs of the minutes of the meetings of the Board and Committee, if any.

The Board reviewed each committee's terms of reference to ensure that the Company's existing practices remain appropriate. Recommendations from each committee are considered and approved by the board prior to implementation.

11. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12. Audit Committee:

The Company is having an Audit Committee comprising of the following directors:

Name Status Category

Mr. Maganlal Prajapati Chairman Independent and Non-Executive Director

Mr. Amrutbhai Patel Member Independent and Non-Executive Director

Mr. Kamleshbhai Patel Member Promoter Executive Director

The Committee interlaid reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

13. Nomination and Remuneration Committee:

The Company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Mr. Maganlal Prajapati Chairman Independent and Non-Executive Director

Mr. Ajendrabhai Patel Member Independent and Non-Executive Director

Mr. Shankerbhai Patel Member Independent and Non-Executive Director

The Committee has ensured that a Myerson(s) who is/are appointed or continues in the employment of the Company as its Chairman, Managing Director, Whole Time Director shall comply with the conditions laid out under Part I of Schedule V to the Act, 2013. Criteria for performance evaluation, disclosures on the remuneration of Directors, criteria of making payments to Non Executive Directors have been disclosed as part of corporate governance report attached herewith.

14. Stakeholders Relationship Committee:

The Company is having a Stakeholders Relationship Committee comprising of the following directors:

Name Status Category

Mr. Maganlal Prajapati Chairman Independent and Non-Executive Director

Mr. Kamleshbhai Patel Member Promoter Executive Director

Mr. Amrutbhai Patel Member Independent and Non- Executive Director

The Committee oversees performance of the Registrars and Transfer Agents of the Company and recommends measures for overall improvement in the quality of investor services. The Committee also monitors implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading in pursuance of SEBI (Prohibition of Insider Trading) Regulations, 1992.

15. Corporate Social Responsibility Committee:

The Company is having a Corporate Social Responsibility Committee comprising of the following directors:

Name Status Category

Mr. Kamleshbhai Patel Chairman Promoter Executive Director

Mr. Mukeshbhai Patel Member Promoter Executive Director

Dr. Indira Nityanandam Member Independent and Non-Executive Director

The Committee has reviewed the CSR Policy and associated frameworks, processes and practices of the Company and made appropriate recommendations to the Board. The Committee has ensured that the Company is taking the appropriate measures to undertake and implement CSR projects successfully and has monitored the CSR Policy. The Committee has identified the areas of CSR activities and recommended the amount of expenditure to be incurred on such activities. The Committee has coordinated with Asian Institute of Technology for implementing programs and executing initiatives as per CSR policy and has reviewed the performance of Asian Institute of Technology or such other agency periodically.

16. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Listing Agreements, a Vigil Mechanism or 'Whistle Blower Policy 'for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

17. Corporate Social Responsibility:

Corporate Social Responsibility (CSR) is not a new concept for the Company. Your company is actively involved in CSR initiatives like contributing to the schemes of eradicating hunger and poverty and promotion of education, health, safety and environment aspects. In compliance with the requirements of section 135 of the Companies Act, 2013, the Company has laid down a CSR policy. The contributions in this regard have been also made to the registered trust Asian Institute of Technology, which is providing technical education. The Company is also contributing on regular basis to Akshaypatra Foundation, which is providing food to the poor directly as part of the CSR initiative. The Company is also doing blood donation camp every year for health benefit of Society at large. The composition of the committee, contents of CSR policy and report on CSR activities carried out during the financial year ended 31st March, 2015 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure A.

18. Human Resources:

The well disciplined workforce which has served the Company lies at the very foundation of the Company's major achievements and shall well continue for the years to come. The success of the Company and good track record are largely attributable to the remarkable commitment, dedication and hard work of the employees. The Company has strongly embedded core values and all employees are trained and encouraged to use these values in their daily operations and the bases for making decisions. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance. This has helped to ensure all employees are aligned and focused on key objectives and key performance indicators critical for the Company's performance. Remuneration and performance are strongly linked together through bonus schemes and increments.

19. Risk Management:

Risk Management is done by way of systematically identifying, quantifying, and managing all risks and opportunities that can affect achievement of a corporation's strategic and financial goals. The Board is responsible for framing and monitoring the risk management plan for the Company. Risk Management Policy is framed by the Board and they are reviewing the risk management policies and system periodically.

The risk mitigation is done by using the following key strategies:

a) Risk Avoidance: By not performing an activity that could carry risk.

b) Risk Transfer: Mitigation by having another party to accept the risk, either partial or total, typically by contract or by hedging.

c) Risk Reduction: Employing mitigations methods/solutions that reduce the severity of the loss.

d) Risk Retention: Accepting the loss when it occurs. Risk retention is done for small risks where the cost of insuring against the risk would be greater over time than the total losses sustained. All risks that are not avoided or transferred are retained by default. This includes risks that are so large or catastrophic that they either cannot be insured against or the premiums are infeasible.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks interlaid are: Regulations, Competition, Business risk, Technology Obsolescence, Investments, Retention of talent and Expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

Asa matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

20. Internal Control System and their Adequacy

The Company has adequate internal control system and procedures to ensure that all the assets of the Company are safeguarded and protected against any loss and that all transactions are properly authorized and recorded. The Company has an established internal financial control framework including internal controls over financial reporting, operating controls and anti-fraud framework. This framework is regularly reviewed by the management and internal audit team and presented to the Audit Committee. The internal auditor team carries out extensive audits throughout the year across all locations and across all functional areas and submits its reports to the Audit Committee of the Board.

21. Related Party Transactions

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis. Particulars of contracts and arrangements with related parties as per section 188(1) of Companies Act, 2013,including arms length transactions are enclosed as separate Annexure no.2 in Form no. AOC-2. The Board has approved a policy for related party transactions which has been uploaded on the Company's website. The we blink as required under Listing Agreement is as under: http://aglasiangranito.com/index.php/investor-relation

22. Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

23. Auditors

A) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. A.L. Thakkar& Co., Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the FY. 2014- 2015, as approved by the members at their 19th Annual General Meeting held on 30th September, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for the FY. 2015-16.

B) Secretarial Auditors

The Board of Directors of the Company has appointed M/s. Shilpi Thapar & Associates, Practicing Company Secretaries, Ahmadabad, to conduct Secretarial Audit for the FY 2015-16.

Further, the Secretarial Audit Report of M/s. Shilpi Thapar & Associates, Company Secretaries for the financial year ended 31 st March, 2015, is annexed as Annexure 3. The Board has duly reviewed the Secretarial Auditor Report and gives following clarifications for the observations made by secretarial auditor as under:

As regards observations in Secretarial Audit regarding loan to Companies, firms or other parties covered under register maintained under section 189 of the Companies Act, 2013, the Directors state that it is in normal course of business with interest provisions.

C) Internal Auditors:

The Board of Directors has appointed Mr. Rajendra Soni, Chartered Accountant as Internal Auditors of the Company for the FY 2015-16.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the Secretarial Auditors in their Secretarial Audit Report and hence no explanation or comments of the Board is required in this matter. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

24. Corporate Governance

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from M/s. A.L Thakkar & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance

25. Listing of Shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 532888 and on National Stock Exchange of India Limited (NSE) with scrip code of ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2015-16 have been paid.

26. Loans, Guarantee or Investments

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

27. Energy Conservation, Technology Absorption and Foreign

Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure 4".

28. Extract of Annual Return

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this report as Annexure-5

29. Particulars of Employees

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

A statement showing following details of every employee of the Company who was in receipt of remuneration in excess of C60 Lacs, if employed throughout the year or C5 Lacs per month, if employed for part of the financial year or received remuneration in excess of that drawn by the MD/WTD/Manager & holding 2% or more of equity share capital of the Company (himself alongwith spouse & dependent children):

Name, age & designation of the employee: Mr. B. G. Vyas, 58 years, Chief Operating Officer

Remuneration received: C74,78,607

Nature of employment, whether contractual or otherwise: Permanent

Qualifications and experience of the employee: B. Com, MMS.

Date of commencement of employment: 20.03.2014

the age of such employee: 58 years

the last employment held by such employee before joining the Company: Sims Ceramic Private Limited

the percentage of equity shares held in the along with spouse & dependent children-(3224 shares – 0.01%)

Whether any such employee is a relative of any director or manager of the Company and if so, name of such director or manager - No

30. Disclosure Under the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013: The Company has framed and implemented an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

31. Significant and Material orders Passed by the Regulators or Courts There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Registered and Corporate office of the Company: 202, Dev Arc, Opp. Iskon Temple, Sarkhej Gandhinagar Highway, Ahmedabad – 380 015

32. Directors' Responsibility Statement In accordance with the provisions of section 134(5) of the Act, 2013, with respect to Director's Responsibility Statement, it is hereby stated:-

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements for the year ended 31st March, 2015 have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f ) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

33. Cautionary Statement

Statements in the Management discussion and analysis report describing the Company's objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed and implied. Important factors that could make a difference to the Company's operations include among others, economic conditions affecting demand/ supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the government regulations, tax laws and other statutes and incidental factors.

34. Acknowledgements

Your Directors thanks all Customers, Investors, Vendors, Bankers, Auditors, Consultants and Advisors for their continued support during the year. We also place on record our appreciation of the contributions of employees at all levels. Your Directors thanks Governments of various countries where we have our operations especially Government of India and its various Ministries. Your Directors looks forward for their continued support in the future for the consistent growth of the Company.

For and on behalf of The Board of Directors

Place: Ahmedabad Kamleshbhai B. Patel

Date : August 13, 2015 Chairman and Managing Director

(DIN 00229700)

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Mar 31, 2014

Dear members,

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts of the Company for the financial year ended on March 31, 2014.

PERFORMANCE OF THE COMPANY:

The summarised financial results of the Company have been given below: (Amount In Lacs)

STANDALONE

Year ended Year ended March 31, 2014 March 31, 2013

Sales and other income 76,044.35 71,079.48

Profit/(Loss) Before Interest and Depreciation 6,410.36 6,872.29

Less: Interest & Financial Expenses 2,000.66 2,170.79

Less: Depreciation 2,160.02 2,163.18

Profit Before Tax 2,249.68 2,538.32

Less: Provision for current tax 721.94 870.00

Provision for deferred tax 113.54 (42.54)

Profit after tax 1,414.20 1,710.86

Add: Balance Brought Forward 15,956.34 14,257.81

Amount available for appropriation

Balance carried to Balance Sheet 17,573.20 15,956.34

Appropriation:

Proposed Dividend on Equity Shares (Dividend on Equity share) 0.00 10.60

Corporate Tax on Dividend on Equity Shares ( Tax on dividend) 0.00 1.73

Balance Carried To Balance Sheet 17,573.20 15,956.34

CONSOLIDATED

Year ended Year ended March 31, 2014 March 31, 2013

Sales and other income 77,326.21 71,079.48

Profit/(Loss) Before Interest and Depreciation 6,440.61 6,872.29

Less: Interest & Financial Expenses 2,014.25 2,170.79

Less: Depreciation 2,160.02 2,163.18

Profit Before Tax 2,266.34 2,538.32

Less: Provision for current tax 727.09 870.00

Provision for deferred tax 113.54 (42.54)

Profit after tax 1,425.71 1,710.86

Add: Balance Brought Forward 15,956.34 14,257.81

Amount available for appropriation

Balance carried to Balance Sheet 17.584.71 15,956.34

Appropriation:

Proposed Dividend on Equity Shares (Dividend on Equity share) 0.00 10.60

Corporate Tax on Dividend on Equity Shares ( Tax on dividend) 0.00 1.73

Balance Carried To Balance Sheet 17.584.71 15,956.34

OPERATIONS:

The sales and other income of the Company increased to Rs. 76,044.35 Lacs as compared to Rs. 71,079.48 Lacs in last year, registering a growth of 6.98%. However, during the year, profit of the Company has been affected by adverse market condition. During the year, your Company has extended its customer base by launching new product range.

Your Directors are trying to achieve better results in time to come and to keep the position of market leader in the coming years.

DIVIDEND:

In order to conserve the resources, your Directors do not recommend payment of any dividend for the financial year.

MANAGEMENT''S DISCUSSION & ANALYSIS REPORT:

A detailed review of the progress of the Company and the future outlook of the Company and its business as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate forming part of Annual Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors'' Report and the Certificate from the Company''s Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY AMONG OTHERS:

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earning and outgo pursuant to section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith as Annexure -''A which forms part of this report.

ENVIRONMENT PROTECTION:

The Company has been complying with the reguirements of the Pollution Control Regulations in the state of Gujarat.

INSURANCE:

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adeguately insured.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from public falling under section 58A & 58AAofthe Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. All deposit lying with the Company has been duly paid during the year.

DEPOSITORY:

As the members are aware, your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd., (CDSL). In view of the numerous advantages offered by the Depository system, members are reguested to avail of the facility of dematerialisation of the Company''s shares on either of the Depositories as aforesaid.

SUBSIDIARY:

During the year, the Company has made a strategic acguisition of 100% shares of AGL Industries Limited, accordingly M/s. AGL Industries Limited became the Wholly Owned Subsidiary of Asian Granito India Limited. The Company is engaged in agricultural supplies, farming and processing of agricultural products, food production and agricultural commodities trading.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards (AS-21) Consolidated Financial Statement are attached and form part of the Annual Report and Accounts.

ACCOUNTS OF SUBSIDIARIES:

Pursuant to the general circular no. 1/2011 issued by Ministry of Corporate Affairs, Government of India, the Individual accounts of the subsidiary of the Company (M/s. AGL Industries Limited) for the year ended on March 31,2014 have not been attached to the Annual Report.

However, a statement giving information as reguired by the aforesaid circular is attached to the Annual Report. The Annual Accounts of the subsidiary companies will be available at the registered office of the Company and also at the venue during the Annual General Meeting. The Company shall provide free of cost the copy of Annual Accounts of its subsidiary companies to the shareholders upon their reguest.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of Companies Act, 1956 you''re Directors confirm that:-

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year;

c) the Directors have taken proper and sufficient care for the maintenance of adeguate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on the''going concern'' basis.

DIRECTORS:

Mr. Suresh bhai J. Patel retire by rotation retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The Company is appointing its independent Directors Mr. Maganlal Prajapati, Mr. Shankerlal Patel, Mr. Ajendra bhai Patel, Mr. Premji bhai Chaudhary, Mr. Amrutbhai Patel from April 1, 2014 for consecutive term upto March 31, 2019 as per the provisions of Companies Act, 2013.The appointment of Dr. Indira Nityanandam, as an Independent Director of the Company, is subject to the approval of the members. She is being appointed for consecutive term upto March 31, 2019.

AUDITORS AND THEIR REPORT:

M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors of the Company hold office upto the date of the ensuing Annual General Meeting. The Company has received Certificate under Section 224(1) (B) of the Companies Act, 1956 from them confirming that the appointment if made, at the ensuing Annual General Meeting, will be within the limits specified. Your Directors recommend their reappointment and fixing the remuneration of them.

COST AUDITORS:

We are in process of appointment of M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad, as the Cost Auditors of the Company for Financial Year 2014-15 for conducting Cost Audit under the provision of Section 223B of the Companies Act, 1956.

INDUSTRIAL SCENARIO & BUSINESS OUTLOOK:

Now Industry is witnessing rapid shift for larger sizes/ High value items like Digital, GVT, Double Charge with different surface looks. The industry also enjoys the unique distinction of being highly indigenous with an abundance of raw materials, technical skills, infrastructural facilities despite being fairly capital intensive. The potential is huge considering the per capita consumption of ceramic tiles in India. Faster urbanization and concept of home beautification is signaling towards growth of the industry. The Indian Industry has developed an international market although at the lower end. In volume it ranked 12th in the global market. World Export increased by 8.4%. Major Exporters are China, Spain and Italy.

As aspirations & perceptions towards home beautification is changing and slowly tiling sector is moving towards Lifestyle sector. Faster urbanization and rising disposable incomes of the growing middle class and 40 million units of housing shortage hold out a great potential towards growth of the industry. A major change that took over the ceramic tiles industry, was the introduction of vitrified and porcelain tiles. These new entrant product types are said to be the tiles of the future. These new products and the conventional wall & floor tiles have together made the organised industry grow to a formidable size industry. This coupled with a spate of expansions by many players make the industry look very promising in the future.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Director''s Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the all members of the Company and other entitled thereto. Any members interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

INDUSTRIAL RELATIONS:

The industrial relations with employees remained cordial throughout the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Company''s valued customers, members, various department of Central and State Government, Local Authorities, and Banks during the year under review and looking to their continued support in the future to the Company''s growth. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

Registered Office & Corporate Office: FOR AND ON BEHALF OF 202, Dev Arc, Opp. Iscon Temple, THE BOARD OF DIRECTORS Sarkhej Gandhinagar Highway, Ahmedabad - 380 015

Place : Ahmedabad KAMLESHBHAI B. PATEL Date : May 29, 2014 Chairman & Managing Director

---

Mar 31, 2013

To, The Members,

The Directors are pleased to present the 18th Annual Report and Audited Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

The summarised financial results of the Company have been given below:

(Rs. in lacs) Current year Previous year Particulars (2012-2013) (2011-2012)

Sales and other income 70984.16 62548.50

Increased / Decreased in Stock 2606.03 2488.54

Wind Power Plant Electricity Generation Income 95.32 83.26

Expenditure 66463.01 58324.61

Profit/(Loss) Before Interest and Depreciation 7222.50 6795.69

Less: Interest & Financial Expenses 2521.00 2034.97

Less: Depreciation 2163.18 2059.30

Profit Before Tax 2538.32 2701.42

Less: Provision for current tax 870.00 885.00

Provision for deferred tax (42.54) 11.03

Profit after tax 1710.86 1805.39

Add: Balance Brought Forward 14257.81 12697.20

Amount available for appropriation Balance carried to Balance Sheet 15968.67 14502.59

Appropriation: 15968.67 14502.59

Proposed Dividend on Equity Shares ( Dividend on Equity share) 10.60 210.61

Corporate Tax on Dividend on Equity Shares ( Tax on dividend) 1.73 34.17

Balance Carried To Balance Sheet 15956.34 14257.81

Industrial Scenario and Future Outlook:

The construction industry in India, which is having major linkages with building materials segments, has been growing at 15% to 20% year on year, mainly on the strength of increased manufacturing activities, industrial growth, and heightened investments, especially by the government in infrastructure and real estate. Tiles segment, being one of the building materials segment linked mainly to the instruction landscape has been growing at 25% to 30% per annum.

While the demand for Tiles is driven by the developments and growth in construction, realty, housing and infrastructure sectors, it is expected that expanding construction activities in the largely untapped rural areas are also expected to provide a huge thrust to the construction building materials market. Besides, in view of rising disposable income, rapidly growing middle class and increased urbanization, etc, it is expected that India‘s per capita consumption of ceramic tiles will have a healthy growth in the periods ahead. While India growth story continues in spite of inflationary pressures, indications are that the long term scenario for the ceramic industry in general and the tiles segment in particular will remain healthy.

Results of Operations:

The sales and other income of the Company increased to Rs. 70,748.84 lacs as compared to Rs. 62,379.50 Lacs in last year, registering a growth of 13.41%. The Profit for the year amounted to Rs. 1,710.86 lacs as compared to Rs. 1,805.39 lacs in last year.

Your Directors are trying to achieve better results in time to come and to keep the position of market leader in the coming years.

Management''s Discussion & Analysis Report:

A detailed review of the progress of the Company and the future outlook of the Company and its business as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate forming part of Annual Report.

Fixed Deposits:

The Company has not accepted any deposit from public falling under section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975. All deposit lying with the Company has been duly paid during the year.

Particulars of Conservation of Energy among others:

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earning and outgo pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith as Annexure – ‘A'' which forms part of this report.

Particulars of Employees:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs. 60,00,000/ - p.a. or Rs.5,00,000/- p.m. during the financial year under review.

Board of Directors:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Bhaveshbhai Patel, Mr. Kanubhai Patel and Mr. Bhogibhai Patel, Directors of the Company, retire by rotation and being eligible, offers them for reappointment at the ensuing Annual General Meeting.

Corporate Governance:

A separate section on Corporate Governance forming part of the Directors'' Report and the Certificate from the Company''s Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Cost Auditors:

We are in process of appointment of M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad, as the Cost Auditors of the Company for Financial Year 2013-14 for conducting Cost Audit under the provision of Section 223B of the Companies Act, 1956.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of Companies Act, 1956 you''re Directors confirm that:- a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on the ‘going concern'' basis.

Auditors and Their Report:

M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the Company hold office upto the date of the ensuing Annual General Meeting. The Company has received Certificate under Section 224(1) (B) of the Companies Act, 1956 from them confirming that the appointment if made, at the ensuing Annual General Meeting, will be within the limits specified. Your Directors recommend their reappointment and fixing the remuneration of them.

Industrial Relations:

The industrial relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Company''s valued customers, members, various department of Central and State Government, Local Authorities, and Banks during the year under review and looking to their continued support in the future to the Company''s growth. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

Registered Office & Corporate Office: FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

202, Dev Arc, Opp. Iscon Temple, Sarkhej Gandhinagar Highway,

Ahmedabad – 380 015 KAMLESHBHAI B. PATEL

Date: 8th July, 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors are pleased to present the 17th Annual Report and Audited Accounts of the Company for the year ended on March 31, 2012.

Financial Results

The performance of the Company for the financial year ended on March 31, 2012 is summarised below:

[Rs. in Lacs]

2011-2012 2010-2011

Sales and Other Income 62631.76 54443.87

Increase/ (Decrease) in Stock 2488.54 1566.53

Wind Power Plant Electricity Generation Income NIL 54.85

Expenditure 58754.52 50190.45

Profit/(Loss) Before Interest and Depreciation 6365.77 5874.80

Less: Interest & Financial Expenses 1605.05 1335.86

Less: Depreciation 2059.30 1898.19

Profit Before Tax 2701.42 2640.75

Less: Provision for current tax 885.00 494.92

Provision for deferred tax 11.03 136.39

Profit after tax 1805.39 2009.44

Add: Balance Brought Forward 12697.20 10933.35

Amount available for appropriation

Balance carried to Balance Sheet 14502.59 12942.79

Appropriation: 14502.59 12942.79

Proposed Dividend on Equity Shares 210.61 210.61

Corporate Tax on Dividend on Equity Shares 34.17 34.98

Balance Carried To Balance Sheet 14257.81 12697.20

Industrial Scenario and Future Outlook:

The Indian tile industry, despite an overall slowdown of the economy Continues to grow at a healthy 15% per annum. Investments in the Last 5 Years have aggregated over Rs. 5000 cr. The overall size of the Indian Ceramic tile industry is approximately Rs. 18,000 cr (FY12). The Production during 2011-12 stood at approx. 600 million square metres. The key drivers for the ceramic tiles in India are the boom in housing Sector coupled by government policies fuelling strong growth in housing Sector. The retail boom in the Indian economy has also influenced the Demand for higher end products. A major change that took over the Ceramic tiles industry, was the introduction of vitrified and porcelain Tiles. These new entrant product types are said to be the tiles of the Future. These new products and the conventional wall and floor tiles Have together made the organised industry grow to a formidable Rs. 7,200 cr industry. This coupled with a spate of expansions by many Players make the industry Look very promising in the future. The Indian Industry has developed an export market although at the Lower end. In Volume it constitutes Less than half a percent of the global market

Results of Operations:

The sales and other income of the Company increased to Rs. 62,631.76 Lacs as compared to Rs. 54,443.87 Lacs in Last year, registering a Growth of 14.92%. The Profit for the year amounted to Rs. 1,805.39 Lacs As compared to Rs. 2,009.44 Lacs in Last year.

Your Directors are hopeful to achieve still better results in time to Come and to keep the position of market Leader in the coming years.

Dividend

Your Directors recommend payment of dividend at the rate of Re.1/- (10%) per equity share for the financial year ended on March 31, 2012 On which if approved at the ensuing annual general Meeting will be paid To (i) those Equity shareholders whose names appear in the Register of Members of the Company on or before September 14, 2012 and (ii) to Those members whose particulars as benfecial owners are furnished for This purpose, by the Depostories, viz. National Securities

Depository Limited and central Depository Services (India) Limited.

Management's Discussion & Analysis Report

A detailed review of the progress of the Company and the future outlook Of the Company and its business as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate Forming part of annual Report

Fixed Deposits

The Company has not accepted any deposit from public falling under Section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) rules 1975. ALL deposit Lying with the Company Has been duly paid during the year.

Particulars of Conservation of Energy among others

The statement of particulars with respect to conservation of energy, Technology absorption and foreign exchange earning and outgo pursuant To section 217(1)(e) of the Companies Act, 1956 read with the Companies (disclosure of particulars in the Report of Board of Directors) rules, 1988 is annexed herewith as Annexure - 'A ‘ which forms part of this Report.

Particulars of Employees

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) rules, 1975 are not applicable to The Company, since none of the employees of the Company was in receipt Of total remuneration of Rs. 60,00,000/ - p.a. Or Rs. 5,00,000/- p.m. During the financial year under review.

Board of Directors

In accordance with the provisions of the Companies Act, 1956 and the Company's articles of Association, Mr. Kamleshbhai patel, Mr. Ajendrabhai patel and Mr. Shankarlal patel, Directors of the Company, Retire by rotation and being eligible; offers themselves for Reappointment at the ensuing annual general Meeting.

Corporate Governance

A separate section on Corporate Governance forming part of the Directors' Report and the Certificate from the Company's Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of Companies Act, 1956 you're Directors confirm that: -

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on the ‘going concern' basis.



Auditors and Their Report

M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the Company hold office upto the date of the ensuing Annual General Meeting. The Company has received Certificate under Section 224(1) (B) of the Companies Act, 1956 from them confirming that the appointment if made, at the ensuing Annual General Meeting, will be within the limits specified. Your Directors recommend their reappointment and fixing the remuneration of them.

Industrial Relations

The industrial relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

Demat Escrow A/c

The Company is having ‘IPO Escrow account', in which the Company holds allotted shares and dividend due on shares lying in IPO escrow account which could not been credited to Allottees account. As on date, there are Two (2) shareholders whose 301 shares are pending with this account

SR. APPLNO NAME DPCLITID ALLOTMENT NO

1 31332896 SURENDRA KAMATH M IN30023910264272 60

2 11583724 SONESH RAJDEV IN30021411587104 241 TOTAL 2 301

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and cooperation received from the Company's valued customers, members, various department of Central and State Government, Local Authorities, and Banks during the year under review and looking to their continued support in the future to the Company's growth. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives, staff and workers of the Company.

Registered Office For and on behalf of the Board of Directors & Corporate Office 202, Dev Arc, Opp. Iskon Temple, Sarkhej Gandhinagar Highway, Ahmedabad 380015 Kamleshbhai Patel Date : August 13, 2012 Chairman & Managing Director

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 16th Annual Report and Audited Accounts of the Company for the year ended on 31st March, 2011.

Financial Results:

The performance of the Company for the financial year ended on 31st March, 2011 is summarized below:

(Rs. in Lacs)

Particulars 2010-2011 2009-2010

Sales & Other Income 54443.87 43470.65

Increase/ (Decrease) in Stock 1566.53 904.34

Wind Power Plant Electricity Generation Income 54.85 87.85

Expenditure 50190.45 39404.90

Profit/(Loss) Before Interest & Depreciation 5874.80 5057.94

Less: Interest & Financial Expenses 1335.86 955.53

Less: Depreciation 1898.19 1519.53

Profit Before Tax 2640.75 2582.88

Less: Provision for current tax 494.92 420.80

Provision for deferred tax 136.39 258.18

Profit after tax 2009.44 1903.90

Add: Balance Brought Forward 10933.35 9275.86

Amount available for appropriation

Balance carried to Balance Sheet 12942.79 11179.76

Appropriation: 12942.79 11179.75

Proposed Dividend on Equity shares 210.61 210.61

Corporate Tax on Dividend on Equity Shares 34.98 35.79

Balance Carried To Balance Sheet 12697.20 10933.35

Industrial Scenario and Future Outlook:

The Ceramic tile industry in the country grew in double digit for last couple of years. This trend is likely to continue due to rise in the income levels of middle class and huge investments expected in real estate and infrastructure in the 12th five year plan (2012-17). The pressure on profit margin is likely to continue due to increase in various cost components like raw materials, energy, manpower and interest and the competitive pressure due to continuing creation/ expansion of more capacities.

Results of Operations:

During the year, the Company has made expansion in the existing Marble Plant and has also started manufacturing of Packing Boxes as backward integration project to reduce the packing cost and enhancing quality of packing boxes.The sales & other Income of the Company increased to Rs.54443.87 Lacs as compared to Rs.43470.65 Lacs in last year, registering a growth of 25.24%. The Profit for the year amounted to Rs.2009.44 lacs as compared to Rs. 1903.90 lacs in last year.

Your Directors are hopeful to achieve still better results in time to come and to keep the position of market leader in the coming years.

Dividend :

Your Directors recommend payment of Dividend at the rate of Rs.1/- (10%) per Equity Share for the financial year ended on March 31, 2011 on 2,10,61,291 equity shares of Rs.10/- each

Management's Discussion & Analysis Report:

A Detailed review of the progress of the Company and the future outlook of the Company and its business as stipulated under clause 49 of the listing Agreement with the stock exchanges is presented in a separate forming part of Annual Report.

Fixed Deposits:

The Company has complied with the provisions of section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public.

Particulars of Conservation of Energy etc.:

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earning and outgo pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith as Annexure - " A " which forms part of this report.

Particulars of Employees:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs.60,00,000/ - p.a. or Rs.5,00,000/- p.m. during the financial year under review.

Board of Directors:

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mr. Maganlal Prajapati, Mr. Maheshchandra Julka and Mr. Mukeshbhai Patel, Directors of the Company, retire from the Board by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 11th May, 2011 has promoted Mr. Mukeshbhai Patel from whole time director to Managing Director of the Company for a period of 5 (five) years with effect from June 1, 2011. Your Directors recommends his appointment for your approval.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of Companies Act, 1956 your Directors confirm that: -

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on the ‘going concern basis.

Corporate Governance

A separate section on Corporate Governance forming part of the Directors' Report and the Certificate from the Company's Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Auditors and Their Report

M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the Company hold office upto the date of the ensuing Annual General Meeting. The Company has received Certificate under Section 224(1)(B) of the Companies Act, 1956 from them confirming that the appointment if made, at the ensuing Annual General Meeting, will be within the limits specified. Your Directors recommend their re-appointment and fixing the remuneration of them.

Industrial Relations :

The industrial relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Company's valued customers, members, various department of Central & State Government, Local Authorities, and Banks during the year under review and looking to their continued support in the future to the Company's growth. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

Registered Office & Corporate Office: For and on behalf of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Kamleshbhai Patel Mukeshbhai Patel

Date : 12.08.2011 Chairman & Managing Director Managing Director

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Mar 31, 2010

The Directors are pleased to present the 15th Annual Report and audited accounts of the Company for the year ended 31st March, 2010.

Financial Results :

The performance of the Company for the financial year ended 31st March, 2010 is summarized below:

(Rs. in Lacs) Particulars 2009-2010 2008-2009

Sales & Other Income 43470.65 35327.68

Increase/ (Decrease) in Stock 904.34 2180.86

Wind Power Plant Electricity Generation Income 87.85 98.16

Expenditure 39404.90 31970.07

Profit/(Loss) Before Interest & Depreciation 5057.94 5636.63

Less: Interest & Financial Expenses 955.53 1140.83

Less: Depreciation 1519.53 1093.41

Profit Before Tax 2582.88 3402.39

Less: Provision for current tax 420.80 641.00

Provision for deferred tax 258.18 252.71

Provision for fringe benefit tax 0.00 25.64

Less/ Add:(Excess)/short provision of I.T. w/back 0.00 (18.31)

Profit after tax 1903.90 2501.35

Add: Balance Brought Forward 9275.85 6096.17

Less: Earlier year depreciation w/off 0.00 221.25

Amount available for appropriation

Balance carried to Balance Sheet 11179.75 8376.27

Add : On Amalgamation 0.00 899.58

Appropriation: 11179.75 9275.85

Proposed Dividend on Equity shares 210.61 0

Corporate Tax on Dividend on Equity Shares 35.79 0

Balance Carried To Balance Sheet 10933.35 9275.85

Dividend :

Your Directors recommend payment of Dividend at the rate of Re.1/- each per Equity Share for the year ended on March 31, 2010 on 2,10,61,291 equity shares of Rs.10/- each

Results of Operations:

During the year the Company has started new Division called Agro Tech Division. The sales & other Income of the Company increased to Rs.43470.65 Lacs as compared to Rs.35327.68 Lacs in last year, registering a growth of 18.73%. The Profit for the year amounted to Rs.1903.90 lacs as compared to Rs. 2501.35 lacs in last year.

Your Directors are hopeful to achieve still better results in time to come and to keep the position of market leader in the coming years.

Managements Discussion & Analysis Report:

A Detailed review of the progress of the Company and the future outlook of the Company and its business as stipulated under clause 49 of the listing Agreement with the stock exchanges is presented in a separate forming part of Annual Report.

Fixed Deposits:

The Company has complied with the provisions of section 58A & 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposits accepted from the public.

Particulars of Conservation of Energy etc.:

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earning and outgo pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith as Annexure “A” which forms part of this report.

Particulars of Employees :

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs.24,00,000/- p.a. or Rs.2,00,000/- p.m. during the financial year under review.

Board of Directors:

In accordance with the provisions of the Companies Act, 1956 and the Companys Articles of Association, Shri Kamleshbhai Patel, Shri Ajendrabhai Patel and Shri Shankarlal Patel Directors of the Company, retire from the Board by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of Companies Act, 1956 your Directors confirm that: -

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on the ‘going concern basis.

Corporate Governance

A separate section on Corporate Governance forming part of the Directors Report and the Certificate from the Companys Auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

Auditors and Their Report

M/s. A.L. Thakkar & Co., Chartered Accountants, Auditors, of the Company hold office upto the date of the ensuing Annual General Meeting. The Company has received Certificate under Section 224(1)(B) of the Companies Act, 1956 from them confirming that the appointment if made, at the ensuing Annual General Meeting, will be within the limits specified. Your Directors recommend their re-appointment and fixing the remuneration of them.

Industrial Relations :

The industrial relations with employees remained cordial through out the year. Your Directors wish to place on record their appreciation of the devoted services rendered by the workers, staff and employees of the Company.

Acknowledgement

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Companys valued customers, members, various department of Central & State Government, Local Authorities, and Banks during the year under review and looking to their continued support in the future to the Companys growth. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff and Workers of the Company.

Registered Office & Corporate Office: For and on behalf of the Board of Directors

202, Dev Arc, Opp. Iskon Temple,

Sarkhej Gandhinagar Highway,

Ahmedabad 380015 Kamleshbhai Patel Hasmukhbhai Patel

Date : 29.07.2010 Chairman & Managing Director Managing Director