Your Directors have pleasure in presenting the 26^th Annual Report of your Company together with the Audited Financial Statements for the year ended 31^st March, 2021.

FINANCIAL RESULTS

The Company's financial performance for the year ended on 31^st March, 2021 is summarised below:

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS OF THE COMPANY

CONSOLIDATED OPERATING RESULTS

The consolidated sales and operating income increased to ' 1,29,229.94 lakhs from ' 1,22,453.47 lakhs in the previous year showing a growth of 6.19%. The consolidated EBT margin for the year was ' 7,712.98 lakhs as against ' 5,718.31 lakhs in previous year. The consolidated net profit during the year 2020-21 was ' 5,760.91 lakhs compared to consolidated net profit amounting to ' 4,604.58 lakhs in the previous year.

THE STATE OF COMPANY'S AFFAIRS

The Company is engaged in the business of Tiles (Wall/ Vitrified/Ceramics), Marble & Quartz and any other businesses as may be specified in the object clause of MOA

of the Company. In addition to this, the Company has forays into Bathware division to make our Company the complete solution destination.

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

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

SHARE CAPITAL AUTHORISED SHARE CAPITAL

? As on 01^st April, 2020, the Authorised Share Capital of the Company was ' 36,25,00,000/- consisting 3,62,50,000 Equity shares of ' 10/- Each.

? As on 31^st March, 2021, the Authorised Share Capital of the Company was ' 47,50,00,000/- consisting

4.75.00. 000 Equity shares of ' 10/- Each.(Due to increase in Authorised Share Capital from ' 36,25,00,000/- to '

47.50.00. 000/- in Annual General Meeting dated 20^th November, 2020).

? As on date of this Report, the Authorised Share Capital of the Company is ' 65,00,00,000/- consisting 6,50,00,000 Equity shares of ' 10/- Each. (Due to increase in Authorised Share Capital from ' 47,50,00,000/- to '

65.00. 00.000/- in Extra-Ordinary General Meeting dated 12^th August, 2021).

PAID UP SHARE CAPITAL

? As on 01 ^st April, 2020, the paid up share capital of the Company was ' 30,08,74,460/- consisting 3,00,87,446 Equity shares of ' 10/- Each.

? As on 31^st March, 2021, the paid up share capital of the Company was ' 34,05,44,460/- consisting 3,40,54,446 Equity shares of ' 10/- Each, which was increased on account of allotment of 39,67,000 Equity Shares pursuant to conversion of warrants into equity.

? As on date, the paid up share capital of the Company is ' 56,75,16,340 /- consisting 5,67,51,634 Equity shares of ' 10/- Each, which was increased on account of allotment of 2,33,000 Equity Shares pursuant to conversion of warrants into equity and allotment of 2,24,64,188 Equity Shares on Rights basis during Financial Year 2021-22.

FUND RAISING BY WAY OF RIGHTS ISSUE

The Board of Directors of your Company at its meeting held on 14^th July, 2021 inter alia considered and approved the raising of funds by way of Rights Issue for an amount not exceeding ' 225 Crore. Your Company evaluated various options and was of the view that rights issue was an equitable mode of fund raising as it gives its shareholders an equal opportunity to participate in the growth of the Company. The purpose/object to raise capital was to meet its part payment /pre-payment of certain secured loans availed from lenders, to meet working capital requirements and for General Corporate Purposes.

Accordingly, your Company came out with Issue of 2,24,64,188 fully paid up equity shares of face value of ' 10/- each (the "rights equity shares") for cash at a price of ' 100/- per rights equity share (including a premium of ' 90/- per rights equity share) not exceeding ' 22,464.19 Lakhs on a Rights basis to the existing eligible equity shareholders in the ratio of 19 Rights equity shares for every 29 fully paid-up equity shares held by the eligible equity shareholders on the record date,

that was on Thursday, September 09, 2021 (the "issue"). The Rights Issue opened on 23^rd September, 2021 and closed on 07^th October, 2021. The issue was oversubscribed and the company received bids for 2,58,86,126 number of Rights Equity shares. On 16^th October, 2021, the Board of Directors of the Company approved the allotment of 2,24,64,188 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 3,42,87,446 equity shares to 5,67,51,634 equity shares post allotment of the rights issue equity shares. Thus your Company has raised funds of 224.64 Crores through a said rights issue.

DIVIDEND

The Board of Directors at its meeting held on 31^st May, 2021 have recommended a payment of final dividend of Re. 0.50 (5%) per equity share of the face value of ' 10/- each for the financial year ended 31^st March, 2021, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

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 1503 employees as on 31^st March, 2021 vis-a-vis 1878 employees as on 31^st March, 2020. Going forward, the Company will continue to focus on nurturing the right talent to achieve the business goal.

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.

During the year, Company at all its facilities has implemented a COVID-19 guidelines and strictly adhered to it to derisk employees' health and uninterrupted and consistent productivity. The Company as a responsible corporate had comprehensively worked in strategising and implementing various government guidelines to curb the spread of pandemic disease at large.

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

As of 31^st March, 2021, the Company has five subsidiaries, out of which one is step down subsidiary, and one is associate Company.

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, 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/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 in 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 37 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, the Company is required to provide particulars of all contracts

and/or arrangements entered between the Company and the related parties during the year in Form AOC - 2. However, there was no contract or arrangement during the year under review, the Company is not required to give any details in Form AOC -2.

The Related Party Transactions Policy as approved by the Board is hosted 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 on 31^st March, 2021.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Details of Loans granted, Investments and Guarantees given and made during the year by Company under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in note no. 4, 5, 6 and 38 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, 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 Internal Control Systems, which is designed to provide reasonable assurance related to operation and financial control.

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.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 Patel (holding DIN: 00300345) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

There is no appointment or resignation of any of the Directors during the year under review.

However, Late Premjibhai Chaudhari, an Independent Director has passed away on 29^th April, 2021. Further, Mr. Amrutbhai Patel, Independent Director has resigned w.e.f. 23^rd June, 2021 and Mr. Maganlal Prajapati and Mr. Kandarp Trivedi have been appointed as an Additional Independent Directors on the Board effective from 26^th May, 2021 and 26^th June, 2021 respectively and have been regularized in the Extra Ordinary General Meeting held on 12^th August, 2021.

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 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. Details of the number and dates of Board Meetings held during the year forms part of the Corporate Governance Report.

During the year, the Board of Directors of the Company has passed 7 Circular Resolutions by majority on 12^th September, 2020, 14^th October, 2020, 19^th February, 2021,8^th March, 2021, 23^rd March, 2021, 25^th March, 2021 and 31^st March, 2021 for allotment of Equity Shares upon conversion of convertible warrants and the Board took note of the same in the next Board Meetings held after circular resolution passed.

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 providing technical education to students who are below poverty line or low income group, in local areas of Company's plants and M/s. Kheteshwar Rasaoiya Group- Ahmedabad providing food to needy people during Covid pandemic. The composition of the committee, contents of CSR policy and report on CSR activities carried out during the Financial Year ended 31^st March, 2021 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B forming part of this Annual 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 31^st March, 2021, the Board of Directors state that:

i) In the preparation of the annual accounts for the year ended on 31^st March, 2021, 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 31^st March, 2021 and the profit of the Company for the period 31^st March, 2021;

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 Financial Statements 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.

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 & Remuneration of Managerial Personnel) Rules, 2014 are also stated in

Annexure - C which forms part of this Annual Report. AUDITORS

STATUTORY AUDITORS

M/s. R R S & Associates, Chartered Accountants (FRN: 118336W) were appointed by Board on 31^st August, 2019 as Statutory Auditors of the Company, which has been approved by shareholders in 24^th Annual General meeting held on 30^th 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 & Associates, Chartered Accountants have carried out the Statutory Audit of the Company for the Financial Year 2020-21 and the Report of the Statutory Auditor forms part of the Annual Report. There were no qualification / observations in the 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 had appointed M/s. Rajesh Parekh & Co., Practicing 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 2020-21.

M/s. Rajesh Parekh & Co., Practicing Company Secretaries have carried out the Secretarial Audit accordingly and their report in and the Report of Secretarial Auditors in Form MR-3 is annexed with this Report as Annexure-D. There were no qualification / observations in the report.

During the year 2020-21, the Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE

As required by Regulation 34 read with Schedule V of the 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. Rajesh Parekh & Co., Practicing Company Secretaries, confirming compliance with the conditions of corporate governance is attached to the Report on Corporate Governance.

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/investor-relation.

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 E to this Report.

PARTICULARS OF EMPLOYEES

Your Company does not have any employee drawing remuneration exceeding ' 1.02 Crores per annum or ' 8.50 lakhs per month during FY 2020-21, pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

MATERIAL CHANGES

During the Financial Year 2021-22, the Company came out with Rights Issue 2,24,64,188 fully paid up equity shares of face value of ' 10/- each (the "rights equity shares") for cash at a price of ' 100/- per rights equity share (including a premium of ' 90/- per rights equity share) aggregating to ' 22,464.19 Lakhs. The fund are being utilised as per object mentioned in the Letter of Offer.

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 202122 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.

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 commitment shown by the employees of the Company.

For and on behalf of the Board Asian Granito India Limited

Kamleshkumar B. Patel

Place: Ahmedabad Chairman and Managing Director

Date: November 12, 2021 DIN: 00229700