Asian Granito India Ltd

To,

The Shareholders,

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 CompanyRss financial results for the year ended on 31 March, 2025 is summarised below:

(Rs in Crores except per share data)

*Previous year figures have been regrouped/re-arranged wherever necessary.

Consolidated Operating Results

The consolidated sales and operating income remain stagnant to Rs1558.52 crores from Rs1530.59 crores in the previous year. The consolidated EBT margin for the year was at Rs7.77 crores as against negative Rs14.99 crores in previous year. The consolidated net profit during the year 2024-25 was at Rs20.56 crores compared to consolidated net loss of Rs19.91 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 DirectorRss 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 Rs48.15 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 Rs24,43,61,250. 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 Rs10 each in accordance with the provisions of the SEBI (Issue of Capitai and Disciosure Requirements) Reguiations, 2018 upon payment of the baiance Rs36.1125 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 HonRsbie 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 HonRsbie 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 HonRsbie NCLT, Ahmedabad which was admitted by the HonRsbie NCLT. The Company is awaiting Pronouncement of Order by HonRsbie 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 HonRsble 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 CompanyRss 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 employeesRs 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. CompanyRss 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 RsWhistle Blower PolicyRs for directors, employees and other stakeholders to report genuine concerns, unethical behaviour, fraud or violation of companyRss 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 [Rsthe CSR RulesRs], the Company has formulated a Corporate Social Responsibility Policy (RsCSR PolicyRs) indicating the activities to be undertaken by the Company.

The Corporate Social Responsibility (RsCSRRs) Policy may be accessed on the CompanyRss 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 Rs49.08 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 Rs14.44 Lakhs during the financial year 2024-25. The balance unspent amount of Rs34.64 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 Rs150,00,00,000/- consisting of 15,00,00,000 equity shares of Rs10/- each.

• The Authorised Share Capital of the Company was increased from Rs150,00,00,000/- to Rs320,00,00,000/- 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 Rs320,00,00,000/- consisting of 32,00,00,000 equity shares of Rs10/- each.

Paid Up Share Capital

• As on 01 April, 2024, the paid-up share capital of the Company was Rs126,74,53,160/- consisting of

12.67.45.316 equity shares of Rs10/- Each.

• On 8 October, 2024, the paid-up share capital of the Company was increased from Rs126,74,53,160/- to Rs134,52,79,980/- due to allotment of 77,82,682 equity shares of Rs10/- each pursuant to conversion of warrants into equity.

• On 15 October, 2024, the paid-up share capital of the Company was increased from Rs134,52,79,980/- to Rs139,24,24,320/- due to allotment of 47,14,434 equity shares of Rs10/- each pursuant to conversion of warrants into equity.

• On 23 November, 2024, the paid-up share capital of the Company was increased from Rs139,24,24,320/- to Rs147,04,53,160/- due to allotment of 78,02,884 equity shares of Rs10/- each pursuant to conversion of warrants into equity.

• As on 31 March, 2025, the paid-up share capital of the Company is Rs147,04,53,160/- consisting of

14.70.45.316 equity shares of Rs10/- 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 armRss 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 CompanyRss 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 CompanyRss 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 CompanyRss 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 CompanyRss 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 DirectorsRs and OfficersRs Liability Policy to provide coverage against the liabilities arising on them.

RISK MANAGEMENT

Risk Management is an integral part of our strategy for stakeholdersRs 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 companyRss 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 CompanyRss 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.

DIRECTORSRs 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 cs@aglasiangranito.com.

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 CompanyRss 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 DirectorsRs 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.