The Directors have pleasure in presenting the 37^th Annual Report together with Audited Accounts of the Company for
the year ended on 31^st March 2025.

FINANCIAL RESULTS

WORKING RESULTS

This past year has been far from easy. Indian exporters of Construction Material products like tiles, cement, granite,
steel, and ceramics found themselves navigating through a complex web of global and domestic hurdles.

To begin with, global demand took a significant hit. Our major markets in Europe and the United States saw slowing
construction activity amid recession fears and high interest rates. To make things worse, China's ongoing real estate
crisis led to a flood of cheap materials in the global market, driving down prices and squeezing our margins. At the
same time, logistics and currency fluctuations didn't do us any favors. While shipping costs had normalized somewhat
since the COVID era, challenges like container shortages and fuel price volatility pushed costs up again. On top of
that, the rupee's volatility against the US dollar added a layer of uncertainty to every export contract.

The geopolitical landscape only added to the pressure. The Red Sea crisis in early 2024 disrupted major shipping
lanes, causing delays and rerouting headaches, particularly for exports heading toward Europe and North America.

The Liquidity crunch worldwide also impacted India with the Indian Domestic Market. India also saw a huge drop in
Requirements of Granite and Quartzite as Cheap Ceramics were dumped more into the domestic market as budgets
of many builders and home owners were strained.

1. High Inflation and Interest rates

In Q1 Though Shipping rates were lower than previous years, the high rates of Inflation and subsequently the interest
rates to control inflation saw a sluggish Real estate and Renovation Market in USA and Western Europe.

Historical U.S. Federal Reserve interest rate movements for 2024:

With the US has not had a rate cut in the previous couple of years. With 2 rate cuts already done in Q3 the consumption
levels are expected to go up. Real estate markets have been tricky as the demand for houses is growing, but due to
high costs of Lumber & Steel and other construction materials from 2022 (caused by the shipping rates) the number
of new house developments have reduced.

Now with the interest rates going down we see that new projects and developments are already in early planning
phases and customers expect increase in demand accordingly. Though interest rates are not expected to go back to
pre-covid levels the lowering of interest rates will push home owners to take up those loans and then refinance when
rates eventually go down further.

European Central Bank's (ECB) key interest rate movements for 2024:

With inflation slowing down further the ECB is moving towards lowering Interest rates to promote consumption.
Further with the war in Ukraine causing energy crisis in the previous years the EU has taken measures to alleviate
these concerns. This has further helped with the inflation slow down.

2. High Shipping Prices and longer sailing dates

Here's a summary of shipping rates from India over the last 3 QUARTERS:

Due to the ongoing Red Sea Crisis many ships have
started to take routes around Africa instead of taking
the shorter Suez Canal. This has resulted in the container
ships requiring more time to reach destinations (sailing
time increased to as much as 3x of normal shipping
durations). The durations mostly increased due to
container vessels stopping over at transshipment ports.

The correction in shipping rates has started as many
large mother vessels with capacity of 20,000 TEU (20'
Equivalent units) have been introduced into operations.
These Vessels with larger capacities will reduce the time
that containers are waiting in Transit ports and in some
cases eliminate the need for the transit port stopovers.

With rates expected to be between the USD 1,500 to
2,750 range for mist destinations, sales are expected to
pick up of lower priced good. In the previous quarters
more budget stones priced around USD 32 to 45 per m2
saw mooted demands as the container value of these
is between USD 9000 to USD 12000 per container, With
shipping rates of around USD 5,500 ( total landed cost
of USD 16000) meant that the cost of transport on the
landed cost was around 30%. With those rates expected
to go down to 20% demand for these lower priced stones
will increase.

3. Delayed Payments due to longer Shipping
times

Due to the longer shipping times, the payments from
customers has gotten extended and which has resulted
in lower volumes. With the new vessels coming into

operations, shipping times are expected to reduce
which help with the payment terms. Further with lower
shipping costs the purchase budgets for the materials/
products will increase over the next couple of months.

However 2025 looks to be quite promising as MANY major
challenges as mentioned above are already seeing
corrective measure and we expect further corrections
in 2025.

Recently with the Donald Trump being sworn into office
in mid-January, many importers grew cautious about
the potential policy shifts under the new administration,
particularly within the critical first 100 days. During his
inauguration speech on January 20, 2025, Trump referred
to the day as "Liberation Day", signaling a bold shift in
economic policy. Anticipating that new import duties
could take effect immediately, many U.S. importers began
to scale back shipments, particularly from countries like
India. Given that container transit times from Asia to U.S.
ports average between 55 to 75 days, importers chose
to delay or hold certain shipments. As Trump followed
through on his rhetoric—imposing tariffs even on close
allies like Canada and Mexico—concerns intensified,
leading to further hesitation across the import sector.

In quartz segment the main completion for India was
from Vietnam where many Chinese companies had set
up units. Now with the reciprocal duties coming in India
has a good opportunity to export to USA as the duties
on India are less than that of other quartz producing
countries.

In summary, FY 2024-25 tested the resilience of Indian
construction material exporters on multiple fronts
-economic, geopolitical, operational, and regulatory.

But with every challenge comes the opportunity to adapt
— to diversify markets, invest in value-added products,
improve compliance, and embrace sustainability.

As we step into the next financial year, the road ahead is
still uncertain, but Indian exporters have shown time and
again that they can weather storms and come back
stronger.

DIVIDEND

Your directors have not recommended any dividend for
the year 2024-25.

INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year an amount of ' 3,98,217/- for the Financial
Year 2016-17 transferred to Investor Protection Fund under
sub-section (2) of section 125 of the Companies Act 2013
and IEPF (Accounting, Audit, Transfer and Refund) Rules
2016. Mr. Ayush Goel, Company Secretary is the Nodal
Officer appointed by the Company under the Provisions
of the IEPF Act.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from
the public.

ANNUAL RETURN

The Annual Return referred to Section 134(3)(a) as per the
Companies Act 2013 is available on the website of the
Company www.arotile.com

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted any Loans, Guarantees
and made any Investments during the year.

RELATED PARTY TRANSACTIONS

All contracts/arrangements and transactions entered
by the Company with related parties were in ordinary
course of business and at arm's length basis. Your
Directors draw attention of the members to Notes to
accounts of financial statement which sets out related
party disclosures. The related Party Transactions Policy
as approved by the Board is available on the website of
the Company www.arotile.com.

DIRECTORS

During the year, Mr. Dinesh Chandra Kothari (DIN:
00195609) and Mrs. Vinita Sood (DIN: 06926832) vacated
their positions on the Board upon completion of their
tenure as Non-Executive Independent Directors. To fill
these vacancies, the Board appointed Mr. Keshava
Murthy Kalasachar (DIN: 10694491) and Mr. Ashish
Jyotindra Bhuta (DIN: 02149827) as Additional Directors
on July 26, 2024.

Subsequently, both were appointed as Non-Executive
Independent Directors upon receiving approval from

the members at the Annual General Meeting held on
September 18, 2024 for a consecutive period of five years
effective from July 26, 2024.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies
Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures;

b) the accounting policies have been selected and
applied consistently and judgments and estimates
made are reasonable and prudent so as to give
a true and fair view of the state of affairs of the
Company at the end of the financial year and of
the profit and loss of the Company for that period;

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

d) the annual accounts have been prepared on a
going concern basis;

e) the internal financial control to be followed by the
Company have been laid down and that such
internal financial control are adequate and were
operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

A Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the
Company which has been approved by the Board.
The CSR policy may be access from the website of the
Company i.e. www.arotile.com. The Annual Report on
CSR activities is annexed herewith marked as Annexure I.

AUDITORS AND AUDITORS’ REPORT

(a) Statutory Auditor

M/s Alok Mittal & Associates, Chartered Accountants,
New Delhi was appointed as the Statutory Auditor of the
Company for a period of Five Years from the Conclusion
of Thirty Fourth Annual General Meeting. The Notes
on the financial statements referred to in the Auditors'
Report are self-explanatory and do not call for any
further comments. The Auditors' Report does not contain
any qualifications, reservations or adverse remark.

(b) Secretarial Auditor

Practising Company Secretary Ms. Latika Jetley (CP
No. 3074) was appointed as the Secretarial Auditor by
the Board for the financial year 2024-25 to conduct the
Secretarial Audit. The Secretarial Audit Report along with
the Annual Secretarial Compliance Audit Report under
SEBI Regulation for the year 2024-25 is annexed herewith

as Annexure II. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse
remark.

(c) Internal Auditor

The Board had appointed M/s Sreekantha & Co.,
Chartered Accountants, Hosur as the Internal Auditor of
the Company for the year 2024-25 Internal Audit report
does not contain any qualifications, reservations or
adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS

Compliance of Secretarial Standards on Meeting of
Board of Directors (SS-1) and General Meeting (SS2)
issued by Institute of Company Secretary of India has
been adopted by the Company.

PRACTISING COMPANY SECRETARY'S
CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Practising Company

Secretary's Certificate on Corporate Governance is
enclosed as Annexure III to the Board's Report. The
Auditors' Certificate for the year 2024-25 does not
contain any qualifications, reservations or adverse
remarks.

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the period under review, there were no significant
material orders passed by the Regulators or courts or
tribunals which would impact the going concern status
of the Company and its future operations.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

Additional information on conservation of energy,
technology absorption, foreign exchange earnings and
outgo as required as per the provisions of Companies
Act 2013 and Rules there under is annexed herewith in
Annexure IV and form part of this report.

PARTICULARS OF REMUNERATION

Statement of particulars of employee pursuant to the provisions of section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March 2025.

Employed throughout the financial year, ended 31^st March 2025 in receipt of remuneration not less than One Crore
two Lakh rupees per annum.

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014, the details regarding the ratio of remuneration of each Director
to the median employee's remuneration and such other details as required therein are as under:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been
paid commission in the form of Remuneration and sitting fee from the Company.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the
financial year: The Board of Directors of the Company comprises of Non-Executive Directors who has been paid
Commission and sitting fee from the Company.

3. The percentage increase in the median
remuneration of employees in the financial
year: 1.63

4. The number of permanent employees on the roll of
Company: 229

5. Average percentile increase already made in the
salaries of employees other than the managerial
personnel in the financial year ended 31^st March
2025. NIL

6. The Company affirms that the remuneration is as
per the remuneration policy of the Company.

CORPORATE GOVERNANCE INCLUDING
DETAILS PERTAINING TO BOARD MEETINGS,
NOMINATION AND REMUNERATION POLICY,
AUDIT COMMITTEE AND VIGIL MECHANISM

Your Company re-affirms its Commitment to the highest
standards of Corporate Governance practices. Pursuant
to SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, Management Discussion and Analysis,
Corporate Governance Report and Auditors' Certificate
regarding compliance of conditions of Corporate
Governance are made a part of this Annual Report.

The Corporate Governance Report which form part of
this report also covers the following:

a) Particulars of the Four Board Meetings held during
the financial year.

b) Policy on Nomination and Remuneration of Directors,
Key Managerial Personnel and Senior Management.

c) The details with respect to composition of Audit
Committee and establishment of Vigil Mechanism.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial
control with reference to financial statements and no
material reportable weakness was observed in the
system. Further, the Company has in place adequate
internal financial control commensurate with the size
and nature of its operations. The Company also has
robust Budgetary Control System and Management
Information System (MIS) which are backbone of the
Company for ensuring that your Company's assets and
interests are safeguarded.

LISTING

The Equity Shares of the Company are listed in BSE
Limited and National Stock Exchange of India Limited.
Listing fees for the year 2025-2026 have already been
paid to BSE Limited and National Stock Exchange of
India Limited.

ACKNOWLEDGEMENT

Your Directors wish to thank and acknowledge the Banks,
Government Authorities, Dealers, Suppliers, Business
Associates and the Company's Valued Customers for
their assistance and cooperation and the esteemed
Shareholders for their continued trust and support. The
Directors also wish to acknowledge the committed and
dedicated team of Aro Granite whose unstinted work,
efforts and ideas have taken the Company on a path of
steady growth and development.

For and on behalf of the Board

Sunil Kumar Arora Sahil Arora

Place: Hosur Managing Director Whole Time Director

Date: 16.05.2025 DIN-00150668 DIN-07970622