Your Directors have pleasure in presenting the Twenty Sixth Annual Report together with the
Audited Accounts of the Company for the year ended 31 st March, 2015.

REVIEW OF PERFORMANCE:

(In?)

OPERATIONAL REVIEW:

During the financial year 2014-15 your Company recorded turnover of Rs. 435.33 Lakhs and
incurred a Net Loss aftertax of Rs. 220.64 Lakhs compared to Turnover of Rs. 753.20 Lakhs
and Net Loss aftertax of Rs. 353.90 Lakhs during the previous financial year.

Your Board of Directors are hopeful that the performance of the Company will improve in the
coming financial years.

DIVIDEND:

Due to Losses, your directors do not recommend any dividends for the financial year 2014-15.

DEPOSITS:

Company has not accepted any deposits falling under Section 73 of the Companies Act, 2013
and Companies (Acceptance of Deposits) Rules, 2014, during the year.

SUBSIDIARY/ASSOCIATE COMPANIES:

Your Company did not have any subsidiary or Associate Company for the financial year ended
on March 31,2015.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Declaration have been given by all the Independent Directors of the Company that they
comply with all the criteria of independent director as envisaged in Clause 49 of the Listing
Agreement and Section 149(6) the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are to be furnished pursuant to Section 197(12) of
the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as the remuneration of none of the employees has
crossed the limits specified therein.

Disclosures pertaining to remuneration and other details, in compliance with the
remuneration policy of the company as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in MGT-9 forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant provision of the
Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to
the members of the Company. The said information is available for inspection at the
Registered Office of the Company during working hours and any member interested in
obtaining such information may write to the Company and the same will be furnished withoutany fee and free of cost.

2. DIRECTORS'RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Directors of your Company
hereby confirm that:

1. In the preparation of Annual Accounts forthe year ended 31st March, 2015, the applicable
   accounting standards have been followed along with the proper explanation relating to
   material departures, if any, there from;

2. 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 true and fair
   view of the state of affairs of the Company at the end of the financial year ended 31st
   March, 2015 and of the profit and loss of the Company for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate
   accounting records in accordance with the provisions of this Act, for safeguarding the
   assets of the Company and for preventing and detecting frauds and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis.

5. The directors had laid down internal financial controls to be followed by the Company and
   that such internal financial controls are adequate and operating effectively; and

6. The directors had revised proper systems to ensure compliance with the provisions of all
   applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL &
COMMITTEES OF DIRECTORS:

1. Board Meetings

The Board of Directors of the Company Met Six times during the year 2014-15. The details
of various Board Meetings are provided in the Corporate Governance Report. The gap
intervening between two meetings of the board is as prescribed in the Companies Act,

2013.

2. Changes in Directors & Key Managerial Personnel.

There is no change in the constitution of Board of Directors during the Financial Year under
review. Mr. G. Srinivasa Reddy was appointed as Chief Financial Officer (CFO) of the
Company w.e.f. 30.05.2015

3. Re-Appointment.

Smt. Leela Annapareddy, Director of the Company retire by rotation at the ensuing Annual
General Meeting and being eligible, offer herself for re-appointment.

4. Independent Directors.

The following Independent Directors who were appointed in the 25th Annual General
Meeting held on 29th September 2014 for a period of Five (5) years, will continue to be on
the Board till the conclusion of Annual General Meeting to be held in the calendar year
2019.

1. Sri Kompella Surya Kameswara Sarma

Sri Saya Reddy Chennolla
3.Sri Ranga Reddy Mettu

The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Act, that they meet the criteria of independence as
laid down in Section 149(6) of the Act.

5. Board Committees.

The Company has the following Committees of the Board:

1. Audit Committee

Nomination and Remuneration Committee.

Stakeholders' Relationship Committee.

Sub-committees: Share transfer Committee. The composition of each of the above
Committees, their respective role and responsibility is as detailed in the Report of
Corporate Governance.

6. Remuneration policy

The policy framed by the Nomination and Remuneration committee under the provisions
of Section 178(4) of the Act, is as below:

The remuneration policy of the Company has been so structured in order to match the
market trends of the Granite Industry. The Board in consultation with the Nomination and
Remuneration Committee decides the remuneration policy for directors. The Company
has made adequate disclosures to the members on the remuneration paid to Directors
from time to time. Remuneration / Commission payable to Directors is determined by the
contributions made by the respective directors for the growth of the Company.

7. Board Evaluation

As required under the provisions of Section 134(3)(p) and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation of its own
performance, and the manner in which such performance evaluation was carried out is as
under.

The performance evaluation framework is in place and has been circulated to all the
directors to seek their response on the evaluation of the entire Board and independent
directors. The Nomination and Remuneration & Compensation Committee shall carry out
evaluation of Director's performance.

The criteria of evaluation is exercise of responsibilities in a bona fide manner in the interest
of the Company, striving to attend meetings of the Board of Directors/ Committees of which
he is a member / general meetings, participation constructively and actively in the
meetings of the Board /committees of the Board etc.

8. Vigil Mechanism

The Company has established a whistle-blower policy and also established a mechanism
for Directors and employees to report their concerns. The details of the same is explained
in the Corporate Governance Report.

9. Related PartyTransactions.

Company has not entered into any transaction with the related parties during the financial
year. Hence requirement of disclosure under Section 134(3)(h) r/w Rule 8 of the
Companies (Accounts) Rules, 2014 not applicable.

AUDITORS:

At the 25th Annual General Meeting held on 29th September, 2014, M/s. I. Sudhaker & Co.,
Chartered Accountants, were appointed as Statutory Auditors of the Company for 3 years to
hold office till the conclusion of the Annual General Meeting to be held in the year 2017. In
terms of the first provison of Section 139 of the Companies Act, 2013 and the Rules framed
there under, the appointment of the Auditors shall be placed for the ratification at every AGM.
Accordingly, the appointment of M/s. I. Sudhaker & Co.,as Statutory Auditors of the
Company, is placed for ratification by the Shareholders.

2. SECRETARIALAUDITOR:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a
measure of good corporate governance practice, the Board of Directors of the Company
appointed M/s. V K Bajaj & Associates, Company Secretaries, to conduct Secretarial Audit of
the Company for the Financial Year 2014-15. The Secretarial Audit Report for Financial year
2014-15 is herewith appended asAnnexure 1 to the Board's report.

With regard to adverse remarks in Secretarial Audit Report related to appointment of
Company Secretary one of the Key Managerial Persons, your board of Directors would like
inform you that company is putting all effort to recruit Company Secretary inspite of acute
financial position of the company.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board.
The Composition of the Audit Committee is as described in the Corporate Governance
Report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed
herewith as Annexure - 2.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S186:

Your company has not granted loans or corporate guarantees in the year under review.

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

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, are set out in the Annexure 3 to this Report.

PERFORMANCE OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

In accordance with Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the
Companies (Accounts) Rules, 2014, your Directors have reviewed and evaluated the
performance of the Board of Directors and their committees, along with performance of
individual Director in the light of Company's performance. The performance of the Directors
individually and collectively and performance of committees are found satisfactory.

With the spirit of wealth creation for the shareholders of the Company, your Directors are
committed to give their best efforts towards the development of the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT, CORPORATE GOVERNANCE
REPORT:

As per clause 49 of the Listing Agreement entered into with the Stock Exchanges, Management
Discussion and Analysis Report and Corporate Governance Report alongwith auditors' certificate
thereon are attached and form part of this report as Annexure 4 and 5 respectively

RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the
Company's businesses. Risk management is a structured approach to manage uncertainty. A
formal enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee (“ICC”) has been set up to redress the complaints received
regarding sexual harassment. All employees are covered underthis policy.

During the year there were no complaints referred to the ICC.

ACKNOWLEDGEMENTS:

Your Directors have pleasure in recording their appreciation for the assistance extended to the
Company by various officials of the Central and State Governments and Commercial Banks.

Your Directors would also like to place on record their sincere appreciation and gratitude to the
Shareholders, Investors, Suppliers, Bankers for their support and co-operation. Your Directors
express their heart

Place: Hyderabad
Date: 30-08-2015

For and on behalf of the Board
For SRI VAJRA GRANITES LIMITED

Sd /-

KOMPELLA SURYA KAMESWARA SARMA

Chairman