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Asian Granito India Ltd

BSE Code : 532888 | NSE Symbol : ASIANTILES | ISIN : INE022I01019 | Industry : Ceramic Products |

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Directors Reports

To,

The Shareholders,

Your Directors have the pleasure of presenting the 29th Annual Report of your Company together with the Audited Financial Statements for the year ended 31 March, 2024.

FINANCIAL RESULTS

The Audited Financial Statements of your Company as on 31 March, 2024, 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, 2024 is summarised below:

( Rs in Crores except per share data)

Standalone

Consolidated

_Particulars

2023-24 2022-23 2023-24 2022-23
Revenue from Operation 1,305.14 1,353.74 1,530.59 1,562.72
Profit / (Loss) before Interest and Depreciation 71.35 (7.53) 63.41 (51.35)
Less: Interest (10.73) (8.94) (31.35) (26.95)
Profit / (Loss) Before Depreciation 60.62 (16.47) 32.06 (78.30)
Less: Depreciation (20.10) (19.04) (46.99) (34.14)
Profit / (Loss) Before Tax 40.51 (35.50) (14.99) (112.44)
Less: Provision for taxation (10.92) (9.13) (4.92) (25.53)
Profit / (Loss) After Tax 29.59 (26.37) (19.91) (86.91)
Transfer from Comprehensive Income (0.49) (0.37) (0.24) (0.11)
Dividend Paid - (8.87) - (8.87)
Balance carried forward 29.10 (35.61) (20.15) (95.89)
Balance brought forward from previous year 389.27 424.88 378.23 474.12
Balance carried to Balance Sheet 418.37 389.27 358.08 378.23
Earnings per Share 2.33 (2.23) (0.97) (6.14)

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

Consolidated Operating Results

The consolidated sales and operating income were marginally down to Rs_1,531 Crores from Rs_1,536 Crores in the previous year. The consolidated EBT margin for the year was negative at Rs_15 Crores as against Rs_112 Crores in previous year. The consolidated net loss during the year 2023-24 was negative at Rs_20 Crores compared to consolidated net loss of Rs_87 Crores in previous year.

The State Of Company?s Affairs

The Company is engaged in the business of manufacturing and trading of Tiles (Wall/ Vitri_ed/ 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, 31 March, 2023 and 31 March, 2024 the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company.

APPROPRIATIONS i. Dividend

Your Directors do not recommend any dividend for the financial year ended 31 March, 2024 due to planned branding and marketing activities during the financial year 2023-24.

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-Policy. 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:

During the year your Company had issued 2,03,00,000 Fully Convertible Warrants on preferential basis at a price of Rs 48.15 per convertible warrant in one or more tranches to the proposed Allottees belonging to promoter and non-promoter category by passing Special Resolution through Postal Ballot Notice dated 25 April, 2023 (read with corrigendum Notice dated 27 April, 2023) which was approved by shareholders on 25 May, 2023 and has also received the in-principle approval from the Stock Exchanges (from the National Stock Exchange of India Limited on 1 June, 2023 and from BSE Limited on 2 June, 2023), pursuant to which the Board of Directors by passing resolution by circulation on 12 June, 2023 had allotted 2,03,00,000 fully Convertible Warrants upon the receipt of consideration amount of Rs 24,43,61,250 being 25% of the total issue price. The warrants shall be converted into equity shares within eighteen months from the date of allotment of warrants in one or more tranches on receipt of balance payment of Rs 73,30,83,750 being 75% of issue price from the allottees.

SCHEME OF ARRANGEMENT:

During the year under review the Board of Directors in their Board meeting dated 12 August, 2023, subject to requisite approvals/consents, approved:

i. Composite Scheme of Arrangement under Sections 230 to

232 and other applicable provisions of the Companies Act, 2013 amongst Asian Granito India Limited and Af_l Vitri_ed Private Limited and Ivanta Ceramics Industries Private Limited and Crystal Ceramic Industries Limited and Af_l Ceramics Limited and Ivanta Ceramic Limited and Crystal Vitri_ed Limited and Amazoone Ceramics Limited and AGL Industries Limited and their respective Shareholders and Creditors.

ii. 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.

Company is awaiting in-principle approval for both the schemes from both the stock exchanges.

BRANDING AND PROMOTIONAL EXPENSES:

To further strengthen our leadership position we adopted an advertising strategy that focuses on expanding our market reach to new markets and customers in tier 2, tier 3 and tier 4 markets using traditional media. In the current FY 2024-25, we showcased our TVC with celebrity Ranbir Kapoor with a punch line "Premium ka Pappa". Currently, the campaign is live with a 360-degree approach across multiple platforms, including TV, digital & social media and outdoors and is successful in reaching our target audience and attracting newer prospects to increase overall market penetration. The campaign gained significant eyeballs which helped to elevate top of mind brand recall and drive consideration.

In the field of digital campaign we have focused on social media engagement, display & search, performance marketing and revamped our website with user friendly interface and experience, making it more engaging, informative and easy to navigate.

We continued expansion of our Display Centers and Franchised showrooms providing customers with an immersive brand experience that goes beyond traditional advertising methods. These centers are designed to engage customers and provide them with a unique experience that helps to build brand loyalty and generate revenue. These centers have proven to be highly effective in premiumizing the brand with many customers willing to pay a premium for the opportunity to engage with brands in a more meaningful way. We now have 235 franchise outlets and 12 company-owned display centers all across India.

In conclusion, our advertising strategy is going to be successful in expanding our market reach to new markets and new customers in tier 2, tier 3 and tier 4 markets while consolidating in the existing base using traditional media. By investing in celebrity endorsements, innovative campaigns and digital platforms, we will be able to differentiate ourselves from the competition and have elicited interest for our products amongst the new age buyers. With our focus on quality, innovation and customer engagement, we are well-positioned to maintain our leadership position in the industry and confident to grow our market share.

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

The Company have fourteen subsidiaries as on 31 March, 2024 out of which one is a step down subsidiary and two are foreign subsidiaries. There is 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. The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form AOC-1 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 1,418 employees as on 31 March, 2024 vis-a-vis 1,568 employees as on 31 March, 2023. 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 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 and https://www.aglasiangranito.com/code-of-conduct

CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company was required to spend Rs 65.31 Lakhs (2% of the average net profit of the past three financial years and net profit as computed pursuant to Section 198 of Act). The total amount spent during the year was Rs 65.90 Lakhs. 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-B" forming part of this Annual Report.

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

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

• The Authorised Share Capital of the Company was

Rs 140,00,00,000 consisting of 14,00,00,000 equity shares of Rs 10 each which was further increased to Rs 150,00,00,000 consisting of 15,00,00,000 equity shares of Rs 10 each vide postal ballot Notice on 25 April, 2023 and approved by the Members of the Company on 25 May, 2023.

• As on 31 March, 2024 the paid up share capital of the Company was Rs 1,26,74,53,160 consisting 12,67,45,316 Equity shares of Rs 10 Each.

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, 2024. None of the deposits earlier accepted by the Company remained outstanding, unpaid or unclaimed as on 31 March, 2024.

Particulars of Loans, Guarantee and 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.

Related Party Transactions

All Related Party Transactions are entered during the Financial Year are in compliance to the provisions of law, the Policy on Materiality of and dealing with Related Party Transactions ("Related Party Policy") and were entered with the approval of Audit Committee, Board and Shareholders if and as applicable. All related party transactions were entered into were on arm?s length basis and in ordinary course of business. There were no related party transactions which could be considered material (based on the definition of material transaction as mentioned under explanation to Sub Regulation (1) of Regulation 23 of the SEBI Listing Regulations). 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 2023-24 and hence does not form part of this report.

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_partyfitransactions_and_dealing_withfirelated_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 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 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 well in advance, subject to consideration of the Audit Committee of the Company. The Internal Auditors evaluates the ef_cacy 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 Company. 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.

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 also taken 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 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 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. 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.

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 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.

Appointment of Director

The Board of Directors on recommendation of the Nomination and Remuneration Committee had appointed Dr. Yashree Dixit as an Additional Non – Executive Independent Director with effect from 12 August, 2023 for a first term of five consecutive years commencing from

12 August, 2023 to 11 August, 2028 which has been approved by the shareholders of the Company at the 28th Annual General Meeting held on 20 September, 2023.

Cessation of Director

Dr. Indira Nityanandam, Independent Director ceased to be Director from the Board with effect from 31 March, 2024 due to completion of her second term of five consecutive years.

The Board places on record its profound appreciation for the guidance and support provided for overall growth of the Company.

Re-appointment of Director

As per the provisions of the Companies Act, 2013, Mr. Bhogilal Bhikhabhai Patel (DIN: 00300345) will retire by rotation at the 29th Annual General Meeting and being eligible offers himself for re-appointment.

The brief resume and other relevant information of the Directors being re-appointed is given in the explanatory statement to the Notice convening the AGM.

ii) Meetings of Board of Directors

During the year, six Board Meetings and one Independent Directors? Meeting were convened and held on 25 April, 2023, 27 April, 2023, 24 May, 2023, 12 August, 2023, 08 November, 2023 and 30 January, 2024. 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 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, 2024: 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 and 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 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

vi) Board Performance Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors on recommendation of Nomination and Remuneration Committee has carried out annual performance evaluation of the Board as a whole, its Committees and the Directors including Chairman and flow of information between the management and the Board. The evaluation of Chairperson was co-ordinated by the Chairperson of the Independent Directors meeting. The Board has expressed the satisfaction on the functioning of the Board, the Committees and performance of Individual Directors. The meeting of Independent Directors held on 12 August, 2023.

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, 2024, the Board of Directors state that:

i) In the preparation of the annual accounts for the year ended on 31 March, 2024, 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, 2024 and the profit of the Company for the year ended 31 March, 2024;

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_policy.pdf.

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Whole-time Directors, Independent Directors and other non-executive 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

Your Company does not have any employee drawing remuneration exceeding limits of Section 197(12) spread 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 have carried out the Statutory Audit of the Company for the Financial Year 2023-24 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.

M/s. R R S and Associates, Chartered Accountants (FRN: 118336W) were appointed by Board on 31 August, 2019 as Statutory Auditors of the Company, which has been approved by shareholders in 24th Annual General meeting held on 30 September, 2019 for the period of five years i.e. upto conclusion of 29th Annual General Meeting of the Company to be held in the year 2024. Hence, the tenure of the existing Statutory Auditors of the Company would expire at the conclusion of the 29th AGM of the Company.

Thus, subject to approval of the shareholders of the Company in the ensuing AGM of the Company, the Board, on the recommendation of Audit Committee, has approved and recommended the re-appointment of M/s. R R S and Associates, Chartered Accountants, as the Statutory Auditors of the Company for the second term of a further period of five years effective from the conclusion of the 29th AGM of the Company till the conclusion of the 34th AGM of the Company, on such remuneration as may be decided by the shareholders of the Company.

M/s. R R S and Associates, Chartered Accountants has also confirmed that their re-appointment, if made, would be in accordance with the conditions specified under the provisions of Sections 139, 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

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 2023-24.

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". There were no qualifications/ observations in the report.

During the year 2023-24, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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.aglasiangranito. com/annual-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 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: 532888 and on National Stock Exchange of India Limited (NSE) with Symbol: ASIANTILES. The Company confirms that the annual listing fees to both the stock exchanges for the Financial Year 2024-25 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.

CYBER SECURITY

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line 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 loss 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 disclosure or reporting is required in respect of the following 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 (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company?s operation in future.

4. 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).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

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

7. Revision of financial statements and Directors? Report of your Company.

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: 23 May, 2024 DIN: 00229700