The Board of Directors of the Company presents the 31^st Annual Report of your Company together with the Audited Financial
Statements for the year ended 31 March, 2026.

Financial Results

The Audited Financial Statements of your Company as on 31 March, 2026, 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, 2026 is summarised below:

The financial statements have been restated pursuant to the
implementation of Scheme I and Scheme II as approved by
the Hon'ble National Company Law Tribunal, Ahmedabad
Bench ("Hon'ble NCLT").

Fianancial Review

During the year under review the consolidated sales and
operating income remain largely stable at f1858.06 crores
from f1710.98 crores in the previous year. The Company
reported a consolidated profit before tax of f21.69 crores
as against a profit of f0.41 crores in the previous year. The
consolidated net profit during the year 2025-26 was at
f 18.74 crores compared to f 9.88 crores in previous year.

State of Affairs of the Company

Your Company continues to be engaged in the business of
manufacturing and trading of tiles, including wall, vitrified

and ceramic tiles, as well as marble, quartz and bathware
products. The Company offers a diversified product portfolio
catering to various customer segments.

Management Discussion and Analysis (MDA)

The Company's operating performance for the year, its state
of affairs, and key changes in the operating environment,
as required under the Listing Regulations, are detailed in
the "Management Discussion and Analysis" section, which
forms an integral part of this Report.

Further, as your Company does not fall within the top
1,000 companies based on market capitalisation as on 31
December, 2025, the requirement to furnish a Business
Responsibility and Sustainability Report (BRSR) is not
applicable to the Company.

Appropriations

i. Dividend

Your Director's do not recommend any dividend for the
financial year ended 31 March, 2026, in order to retain
earnings for future growth of the Company.

The Dividend Distribution Policy of the Company, in
terms of Regulation 43A of SEBI (LODR) Regulations,
2015 (as amended from time to time) is available on
the website athttps://agiasiangranito.com/poiicies/
Dividend Distribution Poiicv.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.

Scheme of Arrangement

Scheme I

The Hon'bie NCLT, Ahmedabad Bench, has pronounced
its Order on 12 June, 2025 approving the Composite
Scheme of Arrangement (Scheme-1) amongst Asian
Granito India Limited, Affii Vitrified Private Limited, Ivanta
Ceramics Industries Private Limited, Crystai Ceramic
Industries Limited, Affii Ceramics Limited, Ivanta Ceramic
Limited, Crystai Vitrified Limited, Amazoone Ceramics
Limited and AGL Industries Limited and their respective
Sharehoiders and Creditors. The said Order pronounced,
became effective for the Company on 1 Juiy, 2025, upon
the fiiing of Form INC-28 with the Registrar of Companies
("ROC"). Scheme I resuited into a diversified congiomerate
with interests in various businesses spanning the entire
vaiue chain of tiies, bathware, marbies & quartz and other
reiated products carried on either directiy or through
its subsidiaries.

The Board of Directors at its meeting heid on 02 Juiy, 2025
had aiiotted 8,48,66,333 (Eight Crore Forty Eight Lakhs Sixty
Six Thousand Three Hundred Thirty Three) Equity Shares of ?
10/- each (Rupees Ten Oniy) to respective aiiottees pursuant
to Scheme-I. Subsequentiy, the Company received Listing
approvais from BSE Limited on 21 Juiy, 2025 and Nationai
Stock Exchange of India Limited (NSE) on 24 Juiy, 2025.
Further, Trading approvais from both the Stock Exchanges
were received by the Company on 28 Juiy, 2025.

Scheme II

The Board of Directors in their Board Meeting dated 12 August,

2023 had approved Composite Scheme of Arrangement
under Sections 230 to 232 and other appiicabie provisions
of the Companies Act, 2013 amongst Asian Granito India
Limited and Adicon Ceramica Tiies Private Limited and
Adicon Ceramics Limited and their respective Sharehoiders
and Creditors (here-in-after referred as "Scheme II").

The BSE Limited and The Nationai Stock Exchange of India
Limited ("Stock Exchanges") by their ietters dated 01 Juiy,

2024 and 02 Juiy, 2024 respectiveiy have conveyed their

No-objection ("in-principie approval') on the proposed
Scheme II.

The Hon'bie NCLT, Ahmedabad Bench vide its Order
dated 19 June, 2025 directed the convening of meetings
of the Equity Sharehoiders, Secured Creditors and
Unsecured Creditors of the concerned companies.
Accordingiy a separate meeting of Secured creditors
and Unsecured creditors of the Company were heid
on 18 September, 2025 at Ahmedabad Management
Association, Atira Campus, Dr. Vikram Sarabhai Marg,
Vastrapur, Ahmedabad 380015 and a separate meetings
of the Equity sharehoiders was convened on 19
September, 2025 by way of Video Conferencing / Other
Audio Visuai Means to approve the Scheme II or such
subsequent change as may be decided by the Board of
Directors, as appiicabie or as may be approved by the
Hon'bie NCLT. At aii the meetings nameiy the meeting
of equity sharehoiders, the meeting of secured creditors
and the meeting of unsecured creditors, the resoiution for
approvai of Scheme II was passed with requisite majority.

The Hon'bie NCLT, Ahmedabad Bench, has pronounced its
Order on 17 February, 2026 approving the Scheme-II. The
said Order pronounced, became effective for the Company
on 01 March, 2026, upon the fiiing of Form INC-28 with
the Registrar of Companies (ROC). In terms of Scheme II,
the Company has enhanced its business operations with a
key focus on iarge format tiies, whiie continuing its activities
in bathware, marbie, quartz and reiated segments, either
directiy or through its subsidiaries.

The Board of Directors by passing resoiution through
Circuiation on 05 March, 2026 had aiiotted 6,45,63,636 (Six
Crore Forty Five Lakhs Sixty Three Thousand Six Hundred
Thirty Six) Equity Shares of ?10/- each (Rupees Ten Oniy)
to respective aiiottees pursuant to Scheme-II. Subsequentiy,
the Company received Listing approvais from both BSE
Limited and Nationai Stock Exchange of India Limited (NSE)
on 30 March, 2026. Further, Trading approvais from both
the Stock Exchanges were received by the Company on 08
Aprii, 2026.

Branding and Promotions

During the financiai year 2025-26, your Company continued
to strengthen its brand positioning and market presence
through an integrated branding and promotionai strategy
guided by the phiiosophy "Power Up - Team Work Makes the
Dream Work" Your Company focused on premium brand
eievation, expansion of market influence, and strengthening
of channei partnerships through impactfui and experience-
driven initiatives.

As part of its premiumisation strategy, your Company
undertook branding campaigns across premium travei
and consumer engagement piatforms, inciuding food
tray branding in ieading trains such as Tejas Express,
Shatabdi Express, and Vande Bharat Express, aiong with

airport security tray branding. These initiatives enhanced
brand visibility and recall among architects, developers,
influencers, and premium consumers.

Your Company further strengthened its market outreach
through ATL campaigns across print, transit, and digital
media platforms, supported by festive campaigns and
continued association with a leading celebrity, reinforcing
the brand's trust and premium positioning.

During the year, your Company expanded its retail footprint
with the launch of new showrooms in key markets including
Punjab, Haryana, and Bihar, while continuing to strengthen
its network of over 277 exclusive franchisee showrooms
across India. Showroom transformation initiatives and
enhanced display systems also improved customer
engagement and in-store experience.

Your Company actively promoted its flagship design
showcase ELEVATE 2025 and new product launches
including the Alvaro Collection through focused media
outreach and promotional activities. The Company's
leadership and brand strength were further recognised at
various industry platforms including the Infra Focus Summit
2025, Times Realty Awards Gujarat 2026 and Times Power
Brands Awards.

Further, your Company continued its dealer engagement
programmes, architect outreach initiatives, festive
campaigns, and visual merchandising activities, which
contributed towards enhancing customer connect and
strengthening channel relationships. The achievement of
GreenPro certification from the Confederation of Indian
Industry ("CM") also reflected the Company's commitment
towards sustainable and environmentally responsible
building solutions.

The branding and promotional initiatives undertaken during
the year contributed towards strengthening your Company's
premium positioning, improving market visibility, and
enhancing stakeholder engagement across key markets.

Subsidiaries, Associate, Joint Venture
Companies And Their Performance

The Company has 23 (Twenty-three) Group Companies
as on 31 March, 2026. Out of which 10 (Ten) are Indian
Subsidiaries including 1(one) Material Subsidiary, 2 (Two)
are Indian Step-Down Subsidiaries, 1 (One) Limited Liability
Partnership (LLP), 7 (Seven) are Foreign Subsidiaries, 2 (Two)
Associate Company in India and 1 (One) Foreign Associate
Company.

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

Pursuant to the approval of the Composite Scheme of
Arrangement (Scheme-I), the erstwhile AGL Industries
Limited has been amalgamated with Amazoone Ceramics
Limited in accordance with the terms of the said Scheme.

Further, as a consequential step under the Scheme, the
name of Amazoone Ceramics Limited has been changed
to AGL Industries Limited (Wholly Owned Subsidiary). The
said change of name became effective from 12 September,
2025 upon issuance of the Certificate of Change of name
by the Registrar of Companies, Gujarat.

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

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

Human Resources

Your Company values its employees and believes that the
Company's success is a result of the teamwork 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 1,264 employees
as on 31 March, 2026 vis-a-vis 1,374 employees as on 31
March, 2025. Going forward, the Company will continue to
focus on nurturing the right talent to achieve the business
goal.

Vigil Mechanism

Pursuant to the provisions of section 177(9) and (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism or 'Whistle Blower Policy' for
directors, employees and other stakeholders to report
genuine concerns, unethical behaviour, fraud or violation of
company's code of conduct, has been established.

The Company continues to uphold strong ethical standards
and a culture of integrity, with zero tolerance for any form
of misconduct. The Audit Committee reviews the adequacy
and effectiveness 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 athttps://aglasiangranito.com/policies/policy
on vigil mechanism 2020.pdf and https://aglasiangranito.
com/code of conduct/code of conduct.pdf

Corporate Social Responsibility

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

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

The Board of Directors wishes to state that the CSR
Committee and the Board had originally approved a total
CSR budget of f 20.16 lakh based on the financial statements
of the Company as initially prepared. Subsequently,
pursuant to the applicability of the Composite Scheme of
Arrangement (Scheme-I), the financial statements of the
Company were restated.

Based on restated financial statements pursuant to Scheme
I, the revised CSR obligation for the financial year 2025-26
was determined at f 5.84 lakh and duly approved by the CSR
Committee and the Board. During the year, the Company
has incurred a total CSR expenditure of f 7.64 lakh, resulting
in excess spending of the revised statutory requirement by
f 1.79 lakh.

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

Health, Safety And Environment (HSE)

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

The Company has established comprehensive policies and
guidelines that go beyond mere regulatory compliance,

ensuring consistent and effective implementation of HSE
practices across all operations.

Our sustained and focused efforts in the HSE domain have
significantly contributed to creating a safe and healthy
working environment for our workforce. We strive to foster a
workplace culture where employees feel valued, respected,
empowered and motivated to achieve our HSE objectives.

Environmental responsibility remains an integral part of
our business philosophy. We continuously endeavour to
minimize any adverse environmental impact and reaffirm
our commitment towards environmental protection.

During the year under review, all our manufacturing plants
remained fully compliant with applicable HSE laws and
regulations.

Finance

Share Capital
Authorised Share Capital

• As on 31 March, 2026, the Authorised Share Capital
of the Company is f 3,20,00,00,000/- consisting of
32,00,00,000 equity shares of f 10/- each.

Paid Up Share Capital

• As on 01 April, 2025, the paid-up share capital of
the Company was f 1,47,04,53,160/- consisting of
14,70,45,316 equity shares of f 10/- each.

• As on 02 July 2025, the paid-up share capital of the
Company stood increased from f 1,47,04,53,160/-
consisting of 14,70,45,316 equity shares of f10/- each
to f 2,31,91,16,490, consisting of 23,19,11,649 equity
shares of f10/- each, pursuant to the allotment of
8,48,66,333 equity shares issued under Scheme-I.

• As on 05 March, 2026, the paid-up share capital of
the Company was increased from f2,31,91,16,490,
consisting of 23,19,11,649 equity shares of f10/- each
to f 2,96,47,52,850/- consisting of 29,64,75,285 equity
shares of the f 10/- each, pursuant to the allotment of
6,45,63,636 equity shares issued under Scheme-II.

Deposits

Your Company has neither invited/accepted nor renewed
any deposits from the public within the meaning of Section
73 and 74 of the Companies Act, 2013 and read together
with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s)
for the time being in force) for the year ended on 31
March, 2026. None of the deposits earlier accepted by the
Company remained outstanding, unpaid or unclaimed as
on 31 March, 2026.

Particulars of Loans, Guarantee and Investments

Details of Loans and advance granted, Investments made
and Guarantees given during the year under review by the

Company, covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the
Financial Statements.

Related Party Transactions

All Related Party Transactions entered during the Financial
Year 2025-26 were in compliance to the provisions of law
and were entered with the approval of the Audit Committee,
Board and Shareholders, wherever applicable. All related
party transactions executed during the financial year were
on arm's length basis, ordinary course of business and in
accordance with the provisions of the Act and the rules
made thereunder, the SEBI Listing Regulations and your
Company's Policy on Related Party Transactions.

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

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

2014 is not applicable to the Company for 2025-26 and
hence does not form part of this report.

During the year under review, no material related party
transactions were entered into by the Company, in
compliance with the provisions of Regulation 23 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations.

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

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

Internal Control Systems and their Adequacy

The Company has established a robust internal control
framework, commensurate with the size, scale, and
complexity of its operations, to ensure orderly and
efficient conduct of business, safeguarding of assets,
and reliability of financial reporting. The internal control
systems are designed to provide reasonabie assurance
regarding the effectiveness of operational and financial
controis, compiiance with appiicabie iaws and reguiations,
and prevention and detection of frauds and errors. The
Management is responsible for the design, implementation,
and maintenance of adequate internai financiai controis,
and for ensuring that such controls are operating effectively.

Internal Audit of the Company's operations are carried out
by the Internal Auditors and periodically covers different
areas of business. The audit scope, methodology to be

used, reporting framework are defined weii in advance,
subject to consideration of the Audit Committee of the
Company. The Internal Auditors evaluates the efficacy
and adequacy of internai controi system, its compiiance
with operating systems and poiicies of the Company and
accounting procedures at aii 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 controis. Significant audit
observations and corrective actions thereon are piaced
before the Audit Committee of the Company. The Internai
Audit also continuously evaluates the various processes
being foiiowed by the Company and suggests vaiue
addition, to strengthen such processes and make them
more effective.

Internal Controls with respect to financial statements

The Company has an adequate system of internai financiai
controi in piace with reference to financiai 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 compieteness of the
accounting records and the timely preparation of reliable
financiai information.

Material changes affecting the Company

No material changes or commitments have occurred after
the close of the financial year and up to the date of this
Report which may have a materiai impact on the financiai
position of the Company.

Insurance

The Company's plants, property, equipments, and
inventories are adequateiy insured against aii major risks.
The Company has also obtained appropriate liability
insurance covers, inciuding product iiabiiity insurance, to
mitigate associated risks. In addition, the Company has
taken Directors' and Officers' Liabiiity Insurance Poiicy to
provide coverage against potential liabilities arising on them.

Risk Management

Risk management forms an integral part of the Company's
strategy for enhancing stakehoider vaiue and is embedded
within its governance and decision-making framework
across the Organisation.

The Company has in place a comprehensive Risk
Management Poiicy to ensure effective identification,
assessment, mitigation, monitoring, and management of
strategic, operationai, financiai, and compiiance risks.

In accordance with the Risk Management Poiicy, aii key
risks are discussed in detaii with the respective functionai
heads to enabie timeiy identification, evaiuation, and
impiementation of appropriate mitigation measures. The

Risk Management Committee meets periodically to identify
emerging risks, assess and deliberate on key risk areas, and
review the adequacy of mitigation plans.

Inputs arising from risk assessments are also incorporated
into the annual internal audit programme to strengthen risk-
based auditing practices. The key risks and corresponding
mitigation measures are appropriately summarised in the
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. The
Company has adopted a robust Policy on Prevention
of Sexual Harassment in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed
thereunder. An Internal Complaints Committee (ICC) has
been duly constituted to address and redress complaints
relating to sexual harassment.

The Policy extends to all employees of the Company,
including permanent, contractual, temporary employees
and trainees. The Company also conducts periodic
awareness and sensitization programs to promote a safe
and respectful workplace culture.

During the financial year 2025-26, the Company has not
received any complaints of sexual harassment.

Details pursuant to the Act are as follows:

(a) Number of complaints received during the year: Nil

(b) Number of complaints disposed of during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

Maternity Benefits Act, 1961

The Company affirms its compliance with the provisions
of the Maternity Benefit Act, 1961 and the rules made
thereunder. The Company is committed to extending all
statutory maternity benefits to eligible women employees,
including maternity leave, medical benefits, and other
applicable entitlements in accordance with the law.

During the financial year 2025-26, the Company has
ensured that all eligible employees were duly provided
maternity benefits as prescribed under the said Act, and
there were no instances of non-compliance reported.

Directors and Key Managerial Personnel

i. Board of Directors

Your Company has well constituted Board, in accordance
with the provisions of the Companies Act, 2013, SEBI

(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Articles of Association of the
Company.

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

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

The terms and conditions of appointment of Independent
Directors are available on the company's website with
following linkhttps://aglasiangranito.com/policies/
Terms Conditions of Independent Directors.pdf

Re-appointment of Director

As per the provisions of the Companies Act, 2013,
Mr. Bhaveshkumar Vinodbhai Patel (DIN: 03382527)
will retire by rotation at the 31^st Annual General
Meeting (AGM) and being eligible offers himself for
re-appointment. The brief resume and other relevant
information of the Directors being re-appointed is
provided in the explanatory statement to the Notice
convening the Annual General Meeting.

Further, the Members of the Company, by way of Special
Resolution passed through Postal Ballot on 22 May,
2026, have approved the re-appointment of Mr. Maganlal
Prajapati (DIN: 00564105) for a second term of five
consecutive years commencing from 26 May, 2026 up
to 25 May, 2031, notwithstanding that he has attained the
age of 75 years, and Mr. Kandarp Gajendra Trivedi (DIN:
00314065) for a second term of five consecutive years
commencing from 26 June, 2026 upto 25 June, 2031.

The tenure of Mr. Kamleshkumar B. Patel (DIN:
00229700), as Chairman and Managing Director of
the Company will expire on 31 December, 2026. The
Nomination and Remuneration Committee and the
Board of Directors at their meeting held on 30 Ma y,
2026 recommended and approved the re-appointment
of and payment of remuneration to Mr. Kamleshkumar
B. Patel as a Chairman and Managing Director for a
further period of 3 (Three) years w.e.f. 01 January, 2027
to 31 December, 2029 subject to approval of Members
at the 31^st Annual General Meeting.

The tenure of Mr. Mukeshbhai J. Patel (DIN: 00406744),
as Managing Director of the Company will expire on

31 March, 2027. The Nomination and Remuneration
Committee and the Board of Directors at their meetings
held on 30 May, 2026 recommended and approved
the re-appointment of and payment of remuneration to
Mr. Mukeshbhai J. Patel, as Managing Director of the
Company for a further period of 3 (Three) years w.e.f.

01 April, 2027 to 31 March, 2030 subject to approval of
Members at the 31^st Annual General Meeting.

Terms and conditions of re-appointment of Mr.
Kamleshkumar B. Patel and Mr. Mukeshbhai J. Patel are
contained in the Explanatory Statement forming part of
the Notice of this 31st Annual General Meeting.

ii. Meetings of Board of Directors

During the year, Seven (07) Meetings of Board of
Directors were convened and held on 29 May, 2025,

02 July, 2025, 13 August, 2025, 12 November, 2025,

03 December, 2025, 04 February, 2026 and 13 March,
2026. The intervening gap between two consecutive
meetings was not more than one hundred and twenty
days.

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

iii. Committees of the Board

In compliance with the requirement of applicable laws
and as part of best governance practices, the Company
has the following Committees of the Board as on 31
March, 2026:

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

During the year under review all recommendation of
the Committees were accepted by the Board. A note
on the Composition of the Board and its Committees
forms part of the Corporate Governance Report which
forms part of this Annual Report. The composition and
terms of reference of all the Committees of the Board of
Directors of the Company are in line with the provisions
of the Act and the Listing Regulations.

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 SEBI
Listing Regulations.

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

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

v. Familiarization Programme of Independent Directors

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company
by specifying them in their appointment letter along
with necessary documents, reports and internal policies
to enable them to familiarise with the Company's
procedures and practices. The Company endeavours,
through presentations at regular intervals to familiarise
the Independent Directors with the strategy, operations
and functioning of the Company. Site visits to various
plant locations were organised 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 familiarisation 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 athttps://aglasiangranito.com/familiarisation-
programmes.

vi. Board Performance Evaluation

In accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, the Board of Directors,
based on the recommendation of the Nomination and
Remuneration Committee, has carried out the annual
performance evaluation of the Board as a whole, its
Committees, and individual Directors, including the
Chairperson. The evaluation also covered the quality
and timeliness of the flow of information between the
Management and the Board.

The performance evaluation of the Chairperson was
conducted at a separate meeting of the Independent
Directors held on 24 March 2026, in accordance with
the applicable provisions.

Based on the outcome of the evaluation, the Board
expressed satisfaction with the overall functioning
and effectiveness of the Board and its Committees,
as well as the performance of the individual Directors.
The evaluation indicated a high level of engagement,
effective participation, and strong strategic oversight by
all members of the Board.

vii. Key Managerial Personnel

During the year under review, Mr. Mehul Shah, Chief
Financial Officer ("CFO") and Key Managerial Personnel,
resigned from his position with effect from the close of
business hours on 28 January, 2026, to pursue alternate
career opportunities.

The Board of Directors appointed Mr. Dibyendu Dey
as Chief Financial Officer ("CFO") and Key Managerial
Personnel of the Company with effect from 13 March,
2026. He brings over 28 years of experience in finance
and leadership roles.

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, 2026, the Board of Directors
state that:

i. In the preparation of the annual accounts for the year
ended on 31 March, 2026, 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, 2026 and the profit of the Company for
the year ended 31 March, 2026;

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.

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. Nomination and Remuneration policy
can be assessed athttps://aglasiangranito.com/policies/
Nomination and Remuneration policy.pdf.

Particulars of Employees

The information required pursuant to Section 197 of the Act
read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
relating to the names and other particulars of employees,
is available for inspection at the Registered Office of the
Company during business hours on working days up to the
date of the ensuing Annual General Meeting (AGM).

In accordance with the provisions of Sections 134 and
136 of the Companies Act, 2013, the Annual Report and
Accounts are being circulated to the Members excluding the
aforesaid information. Any Member interested in obtaining
a copy of the same may write to the Company Secretary
and Compliance Officer at the Registered Office of the
Company or send an email tocs@aglasiangranito.com.

Auditors

Statutory Auditors

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

M/s. R R S and Associates, Chartered Accountants have
carried out the Statutory Audit of the Company for the
Financial Year 2025-26 and the Report of the Statutory Auditor
forms part of the Annual Report. The Statutory Auditors
have not raised any qualification, reservation, observations,
disclaimer or adverse remarks in their report which would
be required to be dealt with in the Directors' Report. There
were no frauds reported by the Statutory Auditors under the
provisions of Section 143 of the Companies Act, 2013.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Members of the
Company at their 30^th AGM approved the appointment of

M/s. RPAP & Co., Practicing Company Secretaries, as the
Secretarial Auditors of the Company for a consecutive term
of five years, commencing from the conclusion of the 30^th
AGM and continuing up to the conclusion of the 35^th AGM
to be held in the year 2030, to conduct the Secretarial Audit
of the Company.

M/s. RPAP and Co., Practicing Company Secretary have
carried out the Secretarial Audit for the Financial Year 2025¬
26 and the Report of Secretarial Auditors in Form MR-3 is
annexed with this Report as "Annexure-D". There were no
qualifications, reservation, adverse remark or disclaimer in
the report. There were no frauds reported by the Secretarial
Auditors under the provisions of Section 143 of the
Companies Act, 2013.

During the year 2025-26, the Company has complied with
all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

Cost Auditors and Records

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

Corporate Governance

The Company is committed to adhering to high standards
of corporate governance. In compliance with Regulation 34
read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, a separate Report
on Corporate Governance forms part of this Annual Report.
The said Report also includes the disclosures required under
the provisions of the Companies Act, 2013.

A certificate from M/s. RPAP & Co., Practicing Company
Secretaries, confirming compliance with the conditions
of Corporate Governance as stipulated under Clause E of
Schedule V of the SEBI Listing Regulations, is annexed to
and 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 linkhttps://
aglasiangranito.com/annual-return.

Conservation Of Energy, 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 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
2026-27 has been paid.

Significant / Material Orders Passed By
The Regulators

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

Cyber Security

In view of increased cyberattack 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. Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by your Company
(as there is no scheme pursuant to which such persons

can beneficially hold shares as envisaged under Section
67(3)(c) of the Act).

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

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

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

Appreciation and Acknowledgements

Your Directors acknowledge with sincere gratitude for the
trust reposed by 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 deep appreciation
for the faith and confidence reposed by the shareholders,
which continues to inspire the Company's strategic
direction and growth. The Board further acknowledges with
appreciation with gratitude the commitment, dedication,
and contributions of the employees at all levels, which
have been instrumental in the Company's performance and
progress.

For and on behalf of the Board of Directors

Place: Ahmedabad Kamleshkumar B. Patel

Date: 30 May, 2026 Chairman and Managing Director

DIN:00229700