To

The Members,

The Directors take pleasure in presenting their 10th Annual Report on the business and operations of the company together with the audited financial statements for the Financial Year ended 31st March, 2018.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on 31st March, 2018 and the previous financial year ended 31st March, 2017 is given below:

BUSINESS OPERATIONS

The Indian tile industry is poised to experience significant growth over the coming year despite facing challenges like Demonetization. This optimism stems from the important realities that are expected to catalyse tile demand pan-India.

Nowadays Ceramic Tiles have become necessities of every household. Company’s current business model is manufacturing and exporting the tiles in India as well as in International Markets. Housing sectors is going to be the booster for tile industry. According to experts analysis in the tile industry, the housing sector is at a tipping point and will be the economy’s next big growth driver.

Our Company has been operating in both domestic and international markets. Our revenue from domestic and export operations contributed 51.16% and 48.84% respectively of our total revenue from operations for the year ended March 31, 2018. During FY 2017-2018, we exported our products to various countries such as Saudi Arabia, Mexico, Kuwait, Oman, Canada, Nepal, Poland, Taiwan etc. We intend to continue to mark a presence in global markets in our industry by supplying innovative products at competitive prices.

FINANCIAL PERFORMANCE

Our Company registered 10.11% growth in net sales from Rs. 164.52 crores in 2016-17 to Rs. 181.16 crores in 2017-18.Despite several challenges faced by the company including demonetization the company was able to achieve profit after tax of Rs. 6,99,83,072/- as compared to Rs. 6,57,46,272/-.

The management is confident that the strategy now being pursued by the company is appropriate for achieving the desired result. Considering the brand equity enjoyed by the company and the performance of the company during the year in a tough environment, and several steps taken for improving the performance of the company, the management therefore believes, it is appropriate to prepare the financial statement on going concern basis.

TRANSFER TO RESERVES

The board of Directors of the company has transferred amount of Rs. 6,99,83,072/- to its Reserves & Surplus head of the Balance Sheet during the Financial Year 2017-18.

DIVIDEND

No Dividend has been declared by the company for the year ended March 31, 2018 with a futuristic approach to retain the earnings in the business for expansion from internal accrual for the growth of the company.

SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2017-18, following changes in the Company took place as follows:

1. Authorized Share Capital

The Authorized Share Capital of Company has been increased from Rs. 19.00 Crores to Rs. 22.00 Crores by passing an ordinary resolution in the Extra-Ordinary General meeting of the members of the Company held on Thursday the 13th day of April, 2017. As on date of this report the Authorised Share Capital of the company is Rs. 22.00 Crores divided into 2,20,00,000 equity shares of Rs. 10 each.

2. Right Issue

During the year company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.

3. Bonus Issue

During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.

4. Issue of Equity Shares with Differential Rights

Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2017-18.

5. Issue of Sweat Equity Shares

During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme.

6. Issue of Employee Stock Options

During the Financial Year no shares were issued under any Scheme of Employee Stock Option.

7. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.

8. Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year 2017-18.

9. Further Issue of Shares Through Initial Public Offer And Listing Of Shares

In August, 2017 the Company comes with an IPO and allotted 57.60.000 equity shares with face value of Rs.10 each fully paid-up at an issue price of Rs.45 (including a share Premium of Rs.35/- per equity share).

The changed paid-up Equity Share Capital structure of the company was Rs. 19,19,07,240 (Nineteen Crore Nineteen Lacs Seven Thousand Two Hundred forty) as on the date of this report.

LISTING OF SHARES

Board of directors informed the members that a special resolution passed in the Extra-Ordinary General Meeting of the members of the Company held on Friday the 5th day of May, 2017 permitting the Company to admit itself for trading of shares at National stock-exchange, SME Emerge platform.

Our Company got listed on National Stock Exchange Limited on EMERGE Platform on 23rd August, 2017 with an IPO of 57.60.000 Equity Shares with face value Rs. 10 at a premium of Rs. 35.

DEPOSITS

Company has complied with section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there is no outstanding deposit due for re-payment.

Loans outstanding from any party other than shareholders being taken under the conditions stipulated by Bank for providing funds as borrowing to the company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has no Subsidiaries and Joint Ventures as on the year ended 31st March, 2018. Details of Associates/Group Companies as on the year ended 31st March, 2018 is as follows along with Annexure-VII. No such subsidiaries or associates ceased to be subsidiaries or associates during the financial year under review.

LEXUS CERAMIC PRIVATE LIMITED (LCPL)

Lexus Ceramic Private Limited is a Private Company incorporated on April 27, 2007 under the provisions of Companies Act, 1956 and has its registered office situated at Survey No. 793/P, At. PO. Ghuntu, Morbi, Gujarat-363642, India. The Corporate Identification Number is U26914GJ2007PTC050675. The paid up capital of the Company is Rs. 230.25 Lakhs.

Board of Directors as on the date 31.03.2018 :

1. Babulal Mahadevbhai Detroja

2. Nilesh Babubhai Detroja

3. Hitesh Babulal Detroja

4. Parulben Nileshbhai Detroja

Main Object :

To carry on in India or elsewhere the business to manufacture, produce, treat, process, design, develop, build, convert, cure, crush, distribute, display, exchange, barter, explore, extract, excavate, finish, formulate, grind, handle, fabricate, import, export, purchase, sell, jobwork, mix, modify, market, operate, prepare, and to act as brokers, agents, stockiests, consignors, franchisers, distributors, suppliers, promoters, wholesalers, retailers, and sales organizers, of all shapes, sizes, varieties, specifications, descriptions, applications and uses of tiles, including ceramic tiles, glazed tiles, mosaics tiles, floor tiles, marble tiles, cement tiles, wall tiles, granite tiles, porcelain tiles, roofing tiles, china tiles, Ceramic Products and by-products thereof, sanitary wares, wash basins, ceramics wares, earth wares, crookeries, pressed wares, decorative wares, garden wares, kitchen wares, potteries insulators, terra-cotta, porcelain ware, bathroom, accessories, pipes, bricks, building materials, asbestos sheets, poles, blocks, plumbing fixture including fitting, parts, accessories, consumable, components and buy-products thereof.

Financial Performance :

Nature and Extent of Interest of our Directors :

Hitesh Detroja, Nilesh Detroja and Anilkumar Detroja, Babulal Mahadevbhai Detroja, Parulben Nileshbhai Detroja are directors of our company collectively holds 11,19,500 equity shares constituting 48.62% of total number of equity shares in Lexus Ceramic Private Limited. Hitesh Detroja, Nilesh Detroja, Babulal Mahadevbhai Detroja and Parulben Nileshbhai Detroja also serve as directors in the Company.

LIOLI CERAMICA PRIVATE LIMITED :

Lioli Ceramica Private Limited is a Private Company incorporated on October 28, 2016 under the provisions of Companies Act, 2013 and has its registered office situated at Survey No. 315/P2, Juna Sadulka, Nr. Lemica Paper Mill, 8-A National Highway, Morbi Rajkot, Gujarat-363642, India. The Corporate Identification Number is U26999GJ2016PTC094240. The paid up capital of the Company is Rs. 6500.00 Lakhs.

Board of Directors as on 31.03.2018 :

1. Nilesh Babubhai Detroja

2. Manish Rasikbhai Gadara

3. Hitesh Babulal Detroja

4. Anilkumar Babulal Detroja

5. Milan Chandubhai Gadara

6. Amit Raghavjibhai Gadara

Main Object :

To carry on in India or elsewhere the business to manufacture, produce, trade, deal, treat, process, design, develop, build, convert, cure, crush, distribute, display, exchange, barter, explore, extract, excavate, finish, formulate, grind, handle, fabricate, import, export, purchase, sell, job work, mix, modify, market, operate, prepare, and to act as brokers, agents, stockiest, consignors, franchises, collaborators, distributors, suppliers, promoters, concessionaires, consultants, C&F agent, wholesaler, retailers, and sales organizers, of all shapes, sizes, varieties, specifications, descriptions, applications and use of tiles, & Sanitary wares, including ceramic tiles, wall glazed tiles, floor tiles, marbles tiles, wall tiles, granite tiles, Vitrified tiles, porcelain tiles, roofing tiles, china tiles, Ceramic Products and by-products thereof, sanitary wares, ceramics wares, earthen wares, crokckeries, pressed wares, decorative wares, garden wares, kitchen wares, potteries insulators, terracotta, porcelain ware, glass, bathroom fittings and accessories, pipes, bricks, building materials, asbestos sheets, poles, blocks, plumbing fixture including fittings, parts accessories, consumable, components & by-products thereof.

Financial Performance :

Nature and Extent of Interest of our Directors :

Hitesh Babulal Detroja, Nilesh Babubhai Detroja, Babulal Mahadevbhai Detroja and Anilkumar Babulal Detroja are directors of our company collectively holds1,60,14,500 equity shares constituting 30.40% of total number of equity shares in Lioli Ceramica Private Limited. Hitesh Babulal Detroja, Nilesh Babubhai Detroja, Babulal Mahadevbhai Detroja also serve as directors in the Company.

REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed M/s Big Share Services Private Limited as its Registrar & Share Transfer Agent.

MANAGEMENT DICUSSION AND ANALYSIS REPORT

Management Discussion and Analysis on matters related to the business performance as stipulated in the SEBI (LODR) Regulations, 2015 is given as a separate section in the Board Report as Annexure-VIII.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of Board of Directors

The Board of Directors of Lexus Granito (India) Limited is a balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

As on 31st March, 2018, The Board of company consists of Eight (8) Directors. The composition and category of Directors is as follows:

Independent Directors

The Board of Directors of the Company informs the shareholders of the Company about the changes in the composition of the board of Directors of the company during the Financial Year 2017-18 as follows: Since, the Company got its Equity Shares listed on NSE EMERGE Platform in the month of August, 2017 the Company was required to appoint the Independent Directors in accordance with the provisions of the Companies Act, 2013.

The Board of Directors appointed Mr. Girish Prabhulal Vadaviya, Mr. Jitendra Rasiklal Gadara and Mr. Yagneshkumar Ramjibhai Adroja as Additional (Non-executive) Director under Independent category on the board w.e.f 17th May 2017 and they hold office until the ensuing AGM held after their appointment and were eligible for appointment as Independent Directors in the Annual General Meeting held on 28th September, 2017 by the members of the company. Accordingly, requisite resolutions were passed for their appointment as Non-Executive Directors under Independent Category.

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. Hence, none of the Independent Directors retire at the ensuing AGMs.

CFO, CS and Managing Director (KMP)

Mr. Dilipbhai N Fultariya was appointed as the Chief Financial Officer (CFO) of the company w.e.f 04th May 2017 as per the provisions of the Companies Act 2013. He handles the finance and accounts of the company and is associated with the company since last six years.

Mr. Anilkumar Babulal Detroja was appointed as Managing director on the board w.e.f 04th May 2017 for a term of five years and has been handling the management of the company utmost efficiency.

Ms. Payal Jain, M.No. A48898 has been appointed as Company Secretary-cum-Compliance Officer of the company with effect from 02th June 2017.

Appointment of Whole -Time Director

The Board of Directors inform the members of the Company that on conversion of the company from private to public, a change in designation of the board of directors took place and Mr. Babulal Mahadevbhai Detroja, Mr. Nilesh Babubhai Detroja, Mr. Hitesh Babulal Detroja and Ms. Parulben Nileshbhai Detroja were appointed as a Whole-time Directors of the company on the Board w.e.f. 04th May 2017 for a term of five years under the provisions of section 196,203 and applicable provisions of the Companies Act 2013.

Directors Liable to retire by rotation and be eligible to get Re-Appointed

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Anilkumar Babulal Detroja, though appointed as a Managing Director on the board w.e.f 04th May 2017 for a term of five years has been associated with the company as director since 22nd May 2010, is liable to retire by rotation at the ensuing 10thAGM, and being eligible to get re-appointed as Managing Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

MEETINGS OF INDEPENDENT DIRECTORS

Since the Company got its Equity Shares Listed on SME platform of National Stock Exchange of India Limited in the month of August, 2017, the Company is required to appoint Independent Directors on its Board.

Mr. Jitendra Rasikalal Gadara, Mr. Girish Prabhulal Vadaviya and Mr. Yagneshkumar Ramjibhai Adroja were appointed as an Additional Independent Directors on the Board w.e.f. 17th day of May, 2017 to hold office upto the 9th Annual General Meeting held on Thursday, the 28th Day of September, 2017 and were appointed as the Non-Executive Independent Directors of the Company for a period of 5 years on the Annual General Meeting held on Thursday, the 28th Day of September, 2017 and shall not be liable to retire by rotation.

Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of NonIndependent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

All Independent Directors were present at the meetings of Independent Directors held on 02.09.2017 and 28.03.2018.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of ‘Independent Director’ as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015.

The confirmations were placed before and noted by the Board.

MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and take a view on the Company’s policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the year, the Board of Directors met Sixteen times and board meetings were held on the following dates as mentioned in the table:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

DIRECTORS APPOINTMENT, REMUNERATION AND ANNUAL EVALUATION

The Company has devised a Policy for Directors; appointment and remuneration including criteria for determining qualifications, performance evaluation and other matters of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of both non-executive directors and executive directors.

The Company’s Nomination & Remuneration policy which includes the Director’s appointment & remuneration and criteria for determining quali cations, positive attributes, independence of the Director & other matters is attached as Annexure-IV to this Report and the same is also available on the website of the Company at the link www.lexustile.com COMMITTEES OF THE BOARD

The Board of Directors has constituted four Committees, viz.

1. Audit Committee

2.Nomination and Remuneration Committee 3.Stakeholders’ Relationship Committee

4.Corporate Social Responsibility Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Annexure-IX.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

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

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

AUDITORS OF THE COMPANY

Statutory Auditors

In the 9th Annual General Meeting of the Company held on 28th Day of September, 2017, the Shareholders approved the appointment of M/s Ashok Holani & Co. Chartered Accountants, Jaipur (Firm Registration No.:009840C), as Statutory Auditors of the Company to hold office till the Conclusion of the Annual General Meeting to be held in the year 2022.

As required under the provisions of Section 139 of the Companies Act, 2013, the company has obtained a written consent and certificate from the above mentioned Auditors to the effect that they confirm with the limits specified in the said Section and they had also given their eligibility certificate stating that they are not disqualified for appointment within the meaning of Section 141 of Companies Act, 2013.

Therefore, being eligible, the Board of Directors has appointed M/s Ashok Holani & Co. as Statutory Auditors.

Further, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

Secretarial Auditor

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed Miss Manisha Choudhary, Company Secretary in Practice, Jaipur having Certificate of practice No.: 13570 was Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for the financial year 2017-18.

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed to this Report.

Further, in line with the aforesaid compliance, the Board of Directors has appointed Miss. Manisha Choudhary, Company Secretary in Practice, Jaipur for conducting the Secretarial Audit for the Financial Year 2018-19.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Board of Directors had appointed M/s B. B. Kalaria & Co., Chartered Accountant, Morbi, (M.No.:127220W), as Internal Auditor to conduct Internal Audit for the financial year 2017-18.

The Internal Audit Report is received half yearly by the Company and the same is reviewed and approved by the Audit Committee and Board of Directors for each half year for the year 2017-18.

However for the F.Y. 2017-18, since the Company got listed its Equity Shares in the month of August, 2017 the Internal Audit Report was provided to the Company for the Second Half of the F.Y. 2017-18.

Further, in line with the aforesaid compliance, the Board of Directors has re-appointed M/s B. A. Shah Associates Chartered Accountant for conducting the Internal Audit for the Financial Year 2018-19.

COMMENTS ON AUDITORS’ REPORT

There are no qualifications, reservations or adverse remarks made by M/s Ashok Holani & Co. Chartered Accountants, Jaipur, Statutory Auditors and Mrs. Manisha Choudhary, Secretarial Auditor in her Secretarial Audit Report for the Financial Year ended March 31, 2018 except the one related to Section 197 read with Schedule V of Companies Act, 2013. The comment of management on this observation is provided below:-

“As per the report of Auditors amount which we have received as the remuneration was mentioned in our Agreement of appointment done with the Company. As the Company had inadequate profits for the financial year 2017-18 therefore the Directors received the amount as mentioned in Schedule V. The Board is working on the remedy of this remark and in future will act in compliance with this provision.”

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SECRETARIALAUDIT

The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of Companies Act, 2013, the Board is required to constitute a corporate social responsibility committee of members, who will manage the CSR activities applicable on the Company to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013 and duly approved by the Board as well as fix the amount of expenditure to be incurred on the activities and monitor the CSR Policy from time to time.

Our Company constituted the CSR Committee for undertaking the CSR activities as per the provisions of Companies Act, 2013 and SEBI (LODR), 2015.

Taking into account the provisions of Companies Act, 2013, our company is looking for prospective and reliable CSR projects/programmes and considering the projects for making contribution to them with suitable mode of CSR activity. Company would consider the recommendations of CSR Committee and will make plans for spending the amount prescribed as per Companies Act, 2013.

Composition of Corporate Social Responsibility Committee forms part of this report and is included in the Annexure setting out the composition of all the committees of the company.

During the year under review company wasn’t able to spend the prescribed amount of CSR expenditure as company wasn’t able to find reliable CSR projects/programmes. The Company has incurred a sum of Rs. 1.51 Lakhs (Rupees One Lakh Fifty One Thousand Only) on CSR initiatives in the areas as per the policy of the company. The CSR Report, forming part of this Report, is furnished in Annexure -XI.

RISK MANAGEMENT POLICY

The company operates in conditions where economic; environment and social risk are inherent to its businesses. In managing risk, it is the Company’s practice to take advantage of potential opportunities while managing potential adverse effects. The Listing Regulations required that all listed Companies shall lay down the procedure towards risk assessment. It also requires that the Company must frame, implement and monitor the risk management plan of the Company. To overcome this and as per the requirement of Section 134(3)(n) of the Companies Act, 2013 read with the rules made there under, if any, Board has framed a very comprehensive Risk Management Policy to oversee the mitigation plan including identification of element of risk, for the risk faced by the Company, which in the opinion of the Board may threaten the existence of the Company. The objective of the policy is to make an effective risk management system to ensure the long term viability of the Company’s business operations.

Although the Company has adopted the policy regarding the assessment of the risk and its updates are provided to the senior management of the Company the process for the mitigation of the risk is defined under the risk management policy of the company which are available for the access on our website www.lexustile.com.

INTERNAL FINANCIAL CONTROLS

The Company has identified and documented all key internal financial controls, which impact the financial statements. The financial controls are tested for operating effectiveness through ongoing monitoring and review process of the management and independently by the Internal Auditors. In our view the Internal Financial Controls, affecting the financial statements are adequate and are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the financial year under review, the Company has launched an Initial Public Offer in the Month of August, 2017 and had allotted 57,60,000 Equity Shares of Rs. 10/- each fully paid up at a issue price of Rs. 45 (including a share premium of Rs. 35/- per Equity Share) amounting to Rs. 2,592 Lacs and the shares of the Company has been listed on National Stock Exchange of India Limited Emerge Platform

The Equity share capital of the Company has increase to Rs. 19,19,07,240/- after the Initial Public Offer of the Company.

There are no other material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report other than the details given in this board report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2017-18, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company but the Company adheres to good corporate practices at all times.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 containing details as on the financial year ended 31st March, 2018 as required under Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules 2014, is annexed herewith as Annexure-II which forms part of this report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Company has not given any loan, guarantee or provided security in connection with a loan and had not made any investment under the Section 186 of Companies Act, 2013

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Allcontracts/arrangements/transactions that were entered by the Company during the Financial Year were in Ordinary Course of the Business and on Arm’s Length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 is disclosed in Form AOC 2 in Annexure-III is annexed to this report.

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement is disclosed in the financials.

DISCLOSURE FOR AMOUNTS RECEIVED FROM DIRECTORS AND RELATIVES OF DIRECTORS

Company has been recently converted from Private limited to Public. When the company was private limited (before April 13th 2017), the company has borrowed money from directors and relatives of directors of the Company which are as follows and the company has received a declaration from them as per Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 and this amount is from own funds not from, borrowing or accepting from others, who is the relative of Director.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-V.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that it’s continued growth is dependent upon the ability to attract and retain quality people. The Company also recognizes the importance of providing training and development opportunities to its people to enhance their skills and experiences, which in turn enables the company to achieve its business objectives. The morale of employees continued to remain high during the year contributing positively to the progress of the Company. However aspirations of employees in Company remain to be high. This is a challenge as only growth can fulfil these aspirations and in today’s market scenarios one has to perform extraordinarily to achieve growth.

The Company has always provided a congenial atmosphere for work to all sections of the society. Your Company is committed to respect universal human rights. To that end, the Company practices and seeks to work with business associates who believe and promote these standards. The Company is committed to provide equal opportunities at all levels, safe and healthy workplaces and protecting human health and environment. The Company provides opportunities to all its employees to improve their skills and capabilities. The Company’s commitment extends to its neighbouring communities to improve their educational, cultural, economic and social well-being.

Your Company is an equal opportunity employer and does not discriminate on the grounds of race, religion, nationality, ethnic origin, colour, gender, age, citizenship, sexual orientation, marital status or any disability not affecting the functional requirements of the position held.

VIGIL MECHANISM & WHISTLE BLOWER The company has established a Whistle Blower Policy which also incorporates a Vigil Mechanism in terms of the SEBI (LODR) Regulations, 2015 for directors and employees commensurate to the size and the business of the company to promote ethical behaviour, actual or suspected fraud or violation of our code of conduct and ethics. Under the said mechanism, the employees are free to report violations of applicable laws and regulations and the code of conduct. It also provide for adequate safeguards against the victimization of persons who use such mechanism.

The Whistle Blower Policy of the Company is also available on the website of the company at the link www.lexustile.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-VI to this Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Our Company is an equal opportunity provider and believes in providing opportunity and key positions to women professionals. At the same time, it has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them.

The Company has zero tolerance towards sexual harassment of Women at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment of Women at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under.

The following is the summary of Sexual Harassment Complaints received and disposed off during the year 2017-18.

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company’s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website http://www.lexustile.com

INVESTOR GRIEVANCE REDRESSAL

During the financial year under review. There were no pending complaints or share transfer cases as on 31st March 2018, as per the certificate given by RTA as on dated 31.03.2018.

POLICIES ADOPTED BY THE COMPANY

Your company has adopted various policies for the smooth working of the company which are as follows:

CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS

There are many information’s that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including the all employee’s so policy relating to this is available on the website of the company.

This policy is applicable to all employee’s and KMP’s of the company to not to disclose the confidential information of the company which affects the performance of the company. The policy of the company for the access is available on the website www.lexustile.com

CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website www.lexustile.com

CORPORATE SOCIAL RESPONSIBILITY

CSR is a broad term describes the company’s efforts towards the society, this is mandatory under certain terms of Companies Act 2013, but the benefit of this policy is two handed one hand company get the chance to involve in the social welfare and other hand this will improve the image of the company.

CSR policy creates social awareness among the companies and creates an obligation towards the society. Policy of the company relating to this is available for the access at the website www.lexustile.com

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Under Familiarization programme all Independent Directors (IDs) inducted into the Board are given an orientation, presentations are made by Executive Directors (EDs) and Senior Management giving an overview of our operations, to familiarize the new IDs with the Company’s business operations. The new IDs are given an orientation on our products, group structure and subsidiaries, board constitution and procedures, matters reserved for the Board, and our major risks and risk management strategy.

This policy includes keeping updated to the independent directors about the working of the company and projects in which company is involved various programme are conducted by the company for the ID’s. The Policy on the Company’s Familiarization Programme for IDs can be accessed at the website www.lexustile.com

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration Policy for Directors, KMP and all other employees of the Company. As part of the policy, the Company strives to ensure that:

The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

Relationship between remuneration and performance is clear and meets appropriate performance benchmarks.

Remuneration to Directors, KMP and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Policy relating to the nomination and remuneration of the company is available on the website of the company www.lexustile.com

DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

From the point of Listed entity, investors of the entity of the also expecting more and more information for the company, so under this policy the management of the company determines the material events of the company and disclosed them for their investors.

Under this policy company may decide all those events and information which are material and important that is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.lexustile.com

PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act, policy relating to that for the safe keeping of the documents is available on website www.lexustile.com

POLICY ON RELATED PARTY TRANSACTIONS

The Objective of the Policy is to set out:

(a) The materiality thresholds for related party transactions; and

(b) The manner of dealing with the transactions between the Company and its related parties based on the Act, your company adopted this policy for dealing with parties in a transparent manner available at the website of the company www.lexustile.com

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS

Independent directors are the key part of the board according to the Schedule IV to the Companies Act, 2013 they are skilled, experienced and knowledgeable persons, they are required on the board to take improved and better decisions policy relating to the appointment will be help full for the board policy of the company is available at the website www.lexustile.com

ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. The policy of the company for the access is available on the website www.lexustile.com

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner.A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website www.lexustile.com

RISK ASSESSMENT AND MANAGEMENT

Risk is the part of the every one’s life, while running any business many kinds of risks are involved. To minimise the business risk and all the factors that will negatively effects the organization every company tries to follows a certain procedure for the forecasting of the risk and its management. Policy relating to this is available on the website www.lexustile.com

WHISTLE BLOWER AND VIGIL MECHANISM:

While running the big organization there are certain good and bad things may be happened in order to control the fraud, misconduct and malpractices. This procedure is adopted by the company and reporting of this procedure is done under the vigil mechanism, by adopting this kind of system company can control the unethical acts and practices. The policy relating to this is available at the website www.lexustile.com

PREVENTION OF SEXUAL HARRASSMENT

It has been an Endeavour of the Company to support women professionals through a safe, healthy and conducive working environment by creating and implementing proper policies to tackle issues relating to safe and proper working conditions for them. The Company has policy against sexual harassment.

DEBENTURES

The company has issued 640 rated, unlisted, redeemable unsecured non-convertible debentures on Private Placement Basis of Rs. 100,000 each for a total Nominal Value of Rs. 6,40,00,000 for a tenure of 38 months with a coupon rate of 13.08%.

CHANGE IN THE NAME OF THE COMPANY

During the financial year a special resolution was passed in the Extra-Ordinary General Meeting of the members of the Company held on Thursday the 13th April 2017 for conversion of company from Private Limited to Limited. Further, the name of the company was changed from Lexus Granito (India) Private Limited to Lexus Granito (India) Limited, as certificate of name change is received from ROC Ahmedabad on 13th April 2017.

Conversion into Public Company

The Company was a private limited company at the beginning of Financial Year 2017-18 named as “Lexus Granito (India) Private Limited” and it was desirous of being listed on stock exchange hence a special resolution was passed unanimously by the members in the extra-ordinary general meeting on 13th April, 2017 for conversion of the company into a public company and was subsequently approved by the Registrar of Companies, Ahmedabad by issuing a fresh Certificate of Incorporation in the favor of the Company. Hence, the company was successfully converted into a public company namely “Lexus Granito (India) Limited”.

USE OF PROCEED OF IPO

The net proceeds from the public issue received by the Company after deducting estimated expenses was approximately Rs 23,64,00,112. The whole of proceeds received from IPO was utilized in meeting the working capital requirements of the company as stated in the prospectus of the company.

CFO CERTIFICATION

The company has obtained Compliance Certificate from Mr. Dilipbhai N Fultariya, Chief Financial Officer of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2017-18 was placed before the Board of Directors of the Company and is attached as Annexure-X to this Report.

DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm and declare that all the Board Members and Senior Management Personnel have individually affirmed compliance with the Code of Conduct adopted by the Company for the Financial Year ended 31st March, 2018 being attached to this report as Annexure-XII

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from the Bankers, Central & State Government, Local Authorities, Clients, Vendors, Advisors, Consultants and Associates at all levels for their continued guidance and support. Your Directors also wish to place on record their deep sense of appreciation for their commitment, dedication and hard work put in by every member of the Company.

ANILKUMAR BABULAL DETROJA

(MANAGING DIRECTOR)

(DIN- 03078203)

NILESH BABUBHAI DETROJA

Place: Morbi (WHOLE TIME DIRECTOR)

Date: 18.08.2018 (DIN-01725545)