Lexus Granito Director Discussions

Dear Shareholders,

The Directors of your Company with immense pleasure, presenting the 15^thAnnual Report on the business and operation of the company together with Audited Financial Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31^stMarch, 2023.

FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year ended 31^stMarch, 2023 is summarized below:

Particulars	As on 31.03.2023	As on 31.03.2022
Sales/Income from Business operations (Gross)	10097.75	13872.67
Other Income	109.15	1085.39
Profit/loss before Depreciation, Finance Costs,	620.97	2510.72
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment	1344.90	842.48
Profit /loss before Finance Costs, Exceptional items	(723.93)	1668.24
and Tax Expense
Less: Finance Costs	433.02	594.69
Profit /loss before Exceptional items and Tax Expense	(1156.95)	1073.55
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	(1156.95)	1073.55
Less: Tax Expense (Current & Deferred)	25.80	84.09
Profit /loss for the year (1)	1182.75	1157.65
Other Comprehensive Income/loss (2)	4.40	11.69
Total Comprehensive Income/loss (1 + 2)	(1178.36)	1169.34
Balance of profit /loss for earlier years	1169.34	2859.46
Less: Transfer to Debenture Redemption Reserve	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
Less: Dividend paid on Preference Shares	-	-
Less: Dividend Distribution Tax	-	-
Balance carried forward	1169.34	2859.46
Earnings per share (Basic)	-6.16	6.03
Earnings per share (Diluted)	-6.16	6.03

STATE OF COMPANYS AFFAIRS

The financial statements for the financial year ended on March 31, 2023 and March 31, 2022 have been prepared in accordance with Indian Accounting Standards (IndAS) as prescribed under the Companies Act, 2013 read with rules framed thereunder (“Act”) and other accounting principles generally accepted in India.

During the financial year 2022-23, the total revenue was Rs. 10206.89 Lakhs as compared to Rs. 14,958.06 Lakhs in the previous financial year 2021-22.

The Company has incurred a loss after tax of Rs. 1182.76 Lakhs as compared to the previous financial year profit after tax of Rs. 1157.65 Lakhs.

The significance of surge in natural gas price cannot be understated as it is used in the production process of tiles. The increase in gas price had a negative impact on the overall growth of the company leading to loss in the financial year ending 2022-23.

Your management is striving hard to address all the issues coming in the company and is confident that new strategies now being pursued by the company to focus on low cost tiles is appropriate for achieving the desired result. Your company is hopeful for the much better performance in the current financial year.

TRANSFER TO RESERVES

The board of Directors of the company has not transferred any amount to its Reserve & Surplus during the Financial Year 2022-23.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the company.

COST AUDIT

The provision of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2022-23, the share capital of the company is as follows: -

1. Authorized Share Capital

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. Preferential Issue

During the Financial Year no shares were issued under any Preferential Issue.

However, the company was planning to convert the unsecured loan into the equity shares of the company through preferential issue, as approved by the members of the company in the Extra Ordinary General Meeting held on Saturday, June 18, 2022 but as the company was already under the process to transfer its listed securities on the main board of stock exchange from SME platform, the preferential issue was halted and rescheduled in the current financial year.

3. Right Issue

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

4. Bonus Issue

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

5. 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 2022-23.

6. Issue of Sweat Equity Shares

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

7. Issue of Employee Stock Options

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

8. 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.

9. Splitting/Sub Division of shares

No splitting/ sub division of shares was done during the financial year 2022-23.

10. Further Issue of Shares Through Public Offer and Listing of Shares

No further issue of shares was done during the financial year 2022-23.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF).

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. Hence the requirement of furnishing the details of the deposits which are not in compliance with chapter V of the Act is not applicable.

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. Hitesh Babulal Detroja (DIN: 02760273) who retires by rotation and being eligible to get re-appointed as Whole Time Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions that were entered by the Company during the Financial Year were in Ordinary Course of the Business and on Arms 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-I 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.

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 Companys Nomination & Remuneration policy which includes the Directors appointment & remuneration and criteria for determining quali cations, positive attributes, independence of the Director & other matters is attached as Annexure-II to this Report and the same is also available on the website of the Company at the link http://www.lexustile.com

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-III.

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.

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-IV to this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has no Subsidiaries and Joint Ventures and Associates as on the year ended 31^st March, 2023. Form AOC-1 is attached as Annexure V.

MANAGEMENT DISCUSSION 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-VI.

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, 2023, 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, 2023 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.

BUSINESS RESPONSIBILITY STATEMENT

Your Company has always been at the forefront of voluntary disclosures to ensure transparent reporting on all matters related to the Companys governance and business operations. The report comprehensively covers your Companys philosophy on corporate social responsibility, its sustainability activities pertaining to efforts on conservation of environment, conducting green awareness events, its commitment towards society, enhancing primary education, initiatives and activities taken up as part of this philosophy for the year 2022-23. But since, this report is applicable only on Top 1000 Listed Entities, we are not attaching the report with the Annual Report.

AUDITORS OF THE COMPANY

Statutory Auditors

M/s Ashok Holani & Co., Jaipur (Firm Registration No.: 009840C), Statutory Auditor of the Company, who hold office till the conclusion of the 19^th Annual General Meeting to be held in 2027 have shown their unwillingness to continue as Auditors of the company and have given their resignation w.e.f August 14, 2023.

Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on August 14, 2023 noted and accepted the resignation of M/s Ashok Holani & Co. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

M/s Keyur Shah & Associates, Chartered Accountants, Ahmedabad (FRN: 333288W), have expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company from the conclusion of ensuing 15^th Annual General Meeting till the conclusion of 20^th Annual General Meeting of the company to be held in the year 2028, which is subject to approval of member in the ensuing Annual General Meeting.

The Board of Directors has proposed the appointment of M/s Keyur Shah & Associates, Chartered Accountants, Ahmedabad (FRN: 333288W), as the Statutory Auditor of the company to fill the casual vacancy and to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.

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.

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 M/s Manisha Godara and Associates, Company Secretary in Practice, New Delhi having Certificate of practice No.: 13570 as Secretarial Auditor of the Company appointed to conduct Secretarial Audit of the company for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed to this Report as

Annexure-VII.

Further, in line with the aforesaid compliance, the Board of Directors has appointed M/s Manisha Godara and Associates, Company Secretary in Practice, New Delhi to conduct the Secretarial Audit for the Financial Year 2023-24.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

COMMENTS ON STATUTORY AUDITORS REPORT

There are qualifications, reservations or adverse remarks made by M/s Ashok Holani & Co. Chartered Accountants, Jaipur, Statutory Auditors in the Audit Report and CARO report for the Financial Year ended March 31, 2023. The comments are as under:

1. According to the information and explanations provided to us and based on the records of the company examined by us, the company is not regular in depositing undisputed statutory dues including goods and service tax, Tax deducted at source, Tax collection at source, cess and any other statutory dues to the appropriate authorities. According to the information and explanations given to us, following undisputed amounts were payable in respect of the above were in arrears as on 31^stMarch, 2023 for a period of more than six months from the date on when they become payable

Nature of Tax	Period	Amount (In Lakh)
Tax Deducted at Source (Demand)	2012-23	46.97
Total		46.97

2. According to the information and explanations given to us and based on the records of the company examined by us, there are no outstanding dues of Income tax or Sales tax or Service tax or Duty of Customs or duty of excise or value added tax which should be deposited on account of any dispute except as mentioned below:

Name of the statute	Nature of Dues	Period (A.Y.)	Forum where dispute is pending	Outstanding Amount involved (Rs. In Lakh)
Income Tax Act	Income Tax	2015-2016	CIT (A)	16.37
Income Tax Act	Income Tax	2018-2019	CIT (A)	152.03
Income Tax Act	Income Tax	2015-2016	CPC	48.21
Income Tax Act	Income Tax	2016-2017	CPC	288.59
Income Tax Act	Income Tax	2018-2019	CPC	106.23
Goods & Service Tax	GST, Interest & Penalty	2017-2020	Commissioner of GST	58.44
			Grand Total	669.87

3. According to the information and explanations given to us and based on the records of the company examined by us, there is no transactions which are not recorded in the books of account and have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

4. According to the information and explanations given to us and based on the records of the company examined by us, the company has made defaults in repayment of loans or borrowing/interest to a financial institution or dues to debenture holders. The company has made settlement with lenders and debenture holders and obtained no objection certificate from such lenders. Details of defaults is as under: -

Nature of borrowing, including debt securities	Name of Lender	Amount not paid on due date	Whether principal or interest	No. of days delay or unpaid	Remarks, if any
Debenture	Catalyst Trustship Limited (Debentur e Trustee)	Rs. 783.33 Lakh	Principal Rs. 640 Lakh	Rs. 320 Lakh - 24 months	The company has executed a settlement agreement with debenture holders dated 20.01.2022. As per the settlement agreement the company will pay an lump sum amount of Rs. 300,00,000/- on the terms contained in Settlement Agreement, towards full and final settlement towards the outstanding amounts and all other amounts payable. As per agreement, company required to pay entire amount on 29.04.2022 in single instalment but company only paid Rs. 25.00 lakhs till date and balance amount is still pending.
			Interest Rs. 39.87 Lakh	Rs. 320 Lakh - 21 months
			Review Fees Rs. 92.80 Lakh	30 months
				Rs. 46.40 Lakh - 24 months
				Rs. 46.40 Lakh - 21 months

Key Audit Matters	Auditors Response
Non-Provision for expected credit loss	Our audit procedures include the followings:
The company has not made any provisions for the expected credit losses for the trade receivables in accordance with the company accounting policy in this respect as mentioned in note 1(11) to the financial statements.	• Obtained an understanding of the management process and internal controls regarding collection from trade receivables.
	• Securitized trade receivables ledgers to verify completeness of the transactions.
	• A letter has been issued to the company as per TCWG to provide expected credit loss on the balances of trade receivables amounting to Rs. 732.59 Lacs outstanding for more than 12 months and shown under non-current assets in the financial statements. It was further suggested to provide expected credit loss of Rs.36.62 Lacs (5% of the trade receivable amount) in the books.
	Company Management stated in their commentary to TCWG that they are confident of recovering the full amount from the trade receivables and hence no provision is made for expected credit losses.

Observation made by the Auditors are self-explanatory and have been dealt with an Independent Auditors Report & its annexure forming part of this Annual Report and hence do not require any further clarification. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COMMENTS ON SECRETARIAL AUDITORS REPORT

The following are the explanation in response to the qualifications, reservations, adverse remarks or disclaimers made by the Practicing Company Secretary in the Secretarial audit report:

Observations	Managements Comments
1. Delayed compliance of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding submission of voting result of General Meeting. The penalty of Rs. 10,000/- has been imposed by National Stock Exchange Board of India and paid by the Company.	The Board considered and placed its concern on the said non-compliance & took note of the same and ensure to comply with the same in future.
2. As per regulation 28(1) the company had not applied for in principle approval of NSE for the issuance of the securities during the year. Consequently, the process of issuance has been halted and rescheduled in financial year 2023-24.	The application was put on hold as the company was under process to transfer its listed securities on main board of stock exchange from SME platform.
	The process of issuance of equity shares through preferential issue is initiated again and the same will be placed for the approval of shareholders of the company in the ensuing Annual General Meeting.

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 Companys 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 Companys 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 http://lexusgranito.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.

MIGRATION TO MAIN BOARD OF NSE

The Company has obtained the In-principal approval for migration of trading in the equity shares of the company from SME Emerge Platform to Main Board on February 15, 2022 and the Principle/Listing Approval for Migration from SME Emerge Platform to Capital Market Segment (Main Board) of the Exchange on March 9, 2023.

The Equity shares were listed and admitted to dealings on the Exchange (Capital Market Segment) w.e.f. March 13, 2023 pursuant to migration from SME Emerge.

The Listing on the Main Board is likely to have wider participation from investors at large and trading in the Equity Shares of the Company on the Main Board will go on the long way in enhancing the image and goodwill of the Company. The benefits of listing on the Main Board in the form of market Capitalization, enhanced liquidity, larger participation, visibility etc., will accrue to the Members of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statement relates and the date of this report other than the details given in this board report.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the Financial Statement or Annual Report has been made during Financial Year 2022-23 for any of the three preceding Financial Years.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

CORPORATE GOVERNANCE REPORT

Pursuant to the provisions of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along with Certificate from Auditors regarding compliance of conditions of Corporate Governance has been appended to this report and forms part of this Annual Report as Annexure-VIII.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2023, will be available on the website of the Company at http://lexusgranito.com/once it is filed with the Registrar of Companies and thereafter the same can be viewed by the members and stakeholders.

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.

HUMAN RESOURCE DEVELOPMENT

The Company recognizes that its employees are its principal assets and that its 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 fulfill these aspirations and in todays 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 Companys commitment extends to its neighboring 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.

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 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 Companys 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, SEBI has sent two complaints during the quarter ended June 30, 2022, out of which one was resolved and one was withdrawn. There were no pending complaints against our company for the year ended 31.03.2023 as per the certificate given by RTA.

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 informations 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 employees so policy relating to this is available on the website of the company.

This policy is applicable to all employees and KMPs 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 http://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 http://www.lexustile.com

• CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is a broad term describes the companys 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 Companys 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 IDs. The Policy on the Companys Familiarization Programme for IDs can be accessed at the website http://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 http://www.lexustile.com

• DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

From the point of Listed entity, investors of the entity are expecting more and more information from 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 http://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 http://www.lexustile.com

• POLICY ON RELATED PARTY TRANSACTION

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 http://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 helpful for the board policy of the company is available at the website http://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 http://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 http://www.lexustile.com

• RISK ASSESSMENT AND MANAGEMENT

Risk is the part of every ones 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 http://www.lexustile.com

CHANGE IN THE NAME OF THE COMPANY

During the financial year, there has been no change in the name of the Company.

CFO CERTIFICATION

The company has obtained Compliance Certificate from Chief Financial Officer and Managing Director of the company, pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2022-23 was placed before the Board of Directors of the Company and is attached as Annexure-IX to this Report.

DECLARATION AFFIRMING COMPLIANCE WITH CODE OF CONDUCT

The company has also obtained a Declaration signed by Mr. Ishwarbhai Keshavjibhai Sanghani, Chief Financial Officer of the company stating that the Members of the Board of Directors and Senior management personnel have affirmed compliance with the code of conduct adopted by the Company for the Financial Year ended 31^stMarch, 2023 being attached to this report as Annexure-X.

GENERAL

All the material changes, commitments affecting the financial position of your Company between the end of financial year (March 31, 2023) and the date of report (August 26, 2023) has been mentioned in the board report.

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.

For Lexus Granito (India) Limited

Sd/-

Anilkumar Babulal Detroja

(Chairman and Managing Director)

DIN: 03078203

Place: Morbi

Date: 26.08.2023