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Pokarna Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2683.55 Cr. P/BV 3.45 Book Value (Rs.) 250.93
52 Week High/Low (Rs.) 1452/700 FV/ML 2/1 P/E(X) 14.31
Bookclosure 03/09/2025 EPS (Rs.) 60.49 Div Yield (%) 0.07
Year End :2025-03 

Your directors take pleasure in presenting their 34th Annual Report together with the annual audited consolidated and standalone financial
statements for the financial year ended 31st March 2025.

Financial Highlights

Particulars

Standalone Results

Consolidated Results

2025

2024

2025

2024

Continuing operations:

Total Income (Operational and Other Income)

3844.37

4560.74

95134.17

69913.12

Less: Total Expenses

4459.51

5130.41

68558.56

55951.13

Profit before tax from continuing operations

(615.14)

(569.67)

26575.61

13961.99

Less: Tax expenses (including deferred tax)

80.64

(250.33)

7837.97

4826.25

Profit/ (Loss) after tax from continuing operations

(695.78)

(319.34)

18737.64

9135.74

Profit / (Loss) after tax from discontinuing operations

19.59

(354.66)

17.21

(399.48)

Profit for the Period

(676.19)

(674.00)

18754.85

8736.26

Overview and The State of the Company Affairs (FY 2024-25)

The company faced several market challenges across its divisions.
In the Granite Division, global market conditions remained weak,
particularly due to a contraction in building-stone exports from
China, which had historically been the primary destination for our
granite blocks. In response, the company optimized quarry operations,
cut non-essential costs, and increased outreach to emerging buyers.
However, the supply-demand imbalance is expected to persist
through FY 25-26.

In the US, the demand for natural granite remained subdued, driven
by inflation, rising interest rates, and growing competition from
engineered stone and alternative materials. Despite this, the company
is exploring diversification into value-added natural stone products to
retain market share.

Meanwhile, the Apparel Division, which had been underperforming,
was fully wound down in FY 24-25 in line with board approval. This
strategic decision is expected to stem losses and positively impact
profitability moving forward.

The company’s subsidiary, Pokarna Engineered Stone Ltd (PESL),
showed strong performance, particularly in the quartz slab market. FY
24-25 saw a 39 % year-over-year increase in quartz slab sales, driven
by competitive pricing and enhanced distribution channels. PESL
has invested around US$13 million in commercializing advanced
BRETON KREOS and CHROMIA technology, which is slated for
launch in FY 25-26. These technologies, offering ultra-thin full-body
slabs with high-definition patterning, align with rising demand for
premium, customizable surfaces. This will ensure that PESL continues
to meet market demands and capitalize on new opportunities, with
EBITDA margins set to improve as product diversification increases,
particularly in North America and Europe.

The company faces ongoing trade risks, including uncertainties
among U.S. customers following US tariff announcement continues
to suppress demand, disrupting the entire value chain. We are closely
monitoring shifting global trade dynamics and mounting pricing
pressures, in an endeavour to mitigate upcoming volatility.

Looking ahead, the company’s strategic focus will be on cost
optimization, market diversification (especially in the EU and South
Asia), and exploring value-added natural stone products within
the Granite Division. PESL will accelerate the commercialization
of KREOS/CHROMIA and strengthen its brand positioning while
exploring new international partnerships.

Dividend

The Directors are pleased to recommend a dividend of H 0.60 per
equity share for the financial year ended 31st March 2025. The
dividend is subject to the approval of the Members of the Company
in the ensuing Annual General Meeting (“AGM") for the year 2024-25.
The total payout will amount to H 186.02 lakhs including dividend
distribution tax.

The dividend pay-out is in accordance with the Company’s Dividend
Distribution Policy.

Dividend Distribution Policy

In accordance with Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, your Company has adopted a
Dividend Distribution Policy formulated by the Board specifying the
financial parameters, factors, and circumstances to be considered in
determining the distribution of dividends to shareholders and/or
retaining profits earned by the Company. The policy aims to protect
the interests of investors by ensuring transparency. The Dividend
Distribution Policy, in terms of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, is available on the
Company’s website - www.pokarna.com.

Transfer to Reserves

No amount is proposed for transfer to the general reserve.

Share Capital

The Authorised Share Capital of the Company as on March 31, 2025
is H 2000 Lakhs consisting of 10,00,00,000 Equity Shares of H2/- each.

The Company’s paid-up Equity Share Capital stands at H620.08 Lakhs
divided into 3,10,04,000 equity shares of H2/- each as of 31st March
2025. During the year, the Company has not issued any shares or shares
with differential voting rights or convertible securities. Additionally,
the Company does not have any scheme for the issuance of shares,
including sweat equity, to the employees or Directors of the Company.

Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory, cost and secretarial auditors and
the reviews performed by the relevant Board Committees, including
the Audit Committee, the Board is of the opinion that the Company’s
internal financial controls were adequate and effective during the
financial year under review. Accordingly, pursuant to Section 134(5)
of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and belief and according to the information and
explanations obtained by them, your directors state that:

i) In the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards have been
followed along with proper explanation relating to material
departures, if any.

ii) They have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent to give a true and fair view of the state
of affairs of the Company as on March 31, 2025, and of the profit
of the Company for the year ended March 31, 2025.

iii) They 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.

iv) The annual financial statements have been prepared on a going
concern basis.

v) They have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively.

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

Listing of Equity Shares

The Company’s equity shares are listed on the following
Stock Exchanges:

(i) BSE Limited, Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange Plaza,

Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra
(East), Mumbai - 400051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock
Exchanges for the Financial Year 2024-25.

Subsidiaries, Associates, and Joint Venture Companies

As of March 31, 2025, your Company has following two subsidiaries :-

(a) Pokarna Foundation, which was incorporated on 17th September,
2021 under the provisions of Section 8 of the Companies Act,
2013, with the objective of carrying out charitable and social
welfare activities.

(b) Pokarna Engineered Stone Limited (“PESL"), the wholly

owned subsidiary.

The consolidated financial statements presented by the Company
include the financial information of Pokarna Engineered Stone
Limited (“PESL"), the wholly owned subsidiary. There has been no
material change in the nature of PESL's business. In compliance
with Section 129(3) of the Companies Act, 2013, a separate statement
containing the salient features of the financial statements of the
subsidiary in prescribed Form AOC-1 is attached to the Company’s
financial statements. The audited accounts of PESL will be available
on the Company's website -
www.pokarna.com.

During the financial year under review, PESL registered total income
of H92177.82 lakhs, compared to H66030.40 lakhs in the previous year,
registering an increase of 39.60 %. EBITDA for the year was H35228.01
lakhs, compared to H22247.52 lakhs in the previous year. The total
comprehensive income for the year ended March 31, 2025, increased
to H20280 lakhs, showing an increase of 101.60 %.

Pokarna Engineered Stone Limited (“PESL") was selected by the U.S.
Department of Commerce (“USDOC") as a “mandatory respondent"
for the third administrative review of the Antidumping duty (“ADD")
Order on the imports of quartz surface products from India. As
a result, PESL’s ADD assessment rate for the third review period
continues to be 0%, and the ADD cash deposit rate also remains 0%
effective from November 5, 2024. For the fourth administrative ADD,
every party withdrew their review request, hence the AD duty of 0%
as determined in third review period is final AD assessment rate for
entries of the fourth review period. With regard to CVD review, none
of the parties have requested for any of the review periods, hence the
CVD duty of 2.34% as determined in investigation period is final CVD
assessment rate for entries of the third as well as fourth review period.
There is no impact on the financials of the Company from these duties.

During recent times, the quartz surfaces industry has seen increased
acknowledgment of the health hazards associated with respirable
crystalline silica exposure for fabricators. Individuals engaged in
certain processes such as fabricating and finishing quartz countertops
are deemed at risk. In response to this concern, several international
regulatory bodies have taken proactive steps by issuing safety alerts
and implementing new regulations to safeguard the well-being of
workers in this sector. PESL has comprehensive safety protocols
in place at our factories, including the use of high-tech cutting
equipment that uses water to suppress dust, thereby preventing
airborne silica particles. This measure is considered one of the best
practices to mitigate dust exposure during the cutting and fabrication
of quartz slabs. Additionally, PESL’s employee training program

focuses on safe handling practices, machinery maintenance, and air
quality management in workspaces. PESL also subject its employees to
regular health screenings to ensure early detection and management
of any potential health issues. Furthermore, PESL is proactively
working on developing alternative formulations for its products to
reduce the crystalline silica content. By prioritizing these measures,
PESL aims to ensure a safe and healthy working environment for all its
employees and remain compliant with evolving industry regulations.

The Company does not have any associate or joint venture companies.
Furthermore, the Company’s policy on determining material
subsidiaries, as approved by the Board, is available on the Company’s
website -
www.pokarna.com.

The names of companies which have become or ceased to
be its Subsidiaries, joint ventures or associate companies
during the year: NIL

Corporate Governance

The Directors reaffirm their commitment to good corporate
governance practices. During the year under review, the Company
complied with the provisions relating to corporate governance as
outlined under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“the
Listing Regulations"). A detailed report on corporate governance,
as required under the Listing Regulations, is provided in a separate
section and forms part of the Annual Report.

The certificate on compliance with the conditions of corporate
governance of the Listing Regulations is given in the Annexure to this
Report. In terms of the Listing Regulations, the certificate, as prescribed
in Part B of Schedule II of the said Regulations, has been obtained
from Mr. Gautam Chand Jain, Chairman & Managing Director, and Mr.
M. Vishwanatha Reddy, Chief Financial Officer, for the financial year
2024-25 with regard to the financial statements and other matters.
This certificate forms part of the report on Corporate Governance.

Management Discussion & Analysis Report

The Management’s Discussion & Analysis Report for the year
under review is presented in a separate section forming part of
the Annual Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) of your
Company for the financial year 2024-25 forms part of this Annual
Report, as required under Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Social Responsibility

The Company has a Policy on Corporate Social Responsibility,
which is posted on the Company’s website -
www.pokarna.com. The
Annual Report on CSR activities, in terms of the requirements of
the Companies (Corporate Social Responsibility Policy) Rules, 2014,
is annexed as Annexure-I and forms part of this Report. However,
during the year under review, the provisions of Corporate Social
Responsibility were not applicable to the Company pursuant to
Section 135(1) of the Companies Act, 2013.

Composition of board of directors

Company is managed and controlled by a Board comprising an
optimum blend of Executive and Non-Executive Directors. As of 31st
March 2025, the Board of Directors consists of eight (8) Directors,

including the Chairman & Managing Director, Managing Director,
Executive Director, and five (5) Non-Executive Directors, four (4) of
whom are Independent Directors. The composition of the Board is in
conformity with Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) and
the relevant provisions of the Companies Act, 2013.

Directors

Mr. Agnihotra Dakshina Murty Chavali, Mr. Prasanth Nandigala and
Mrs. Paulomi Dhawan were appointed as independent directors in
conformity with Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) and
Section 149 of the relevant provisions of the Companies Act, 2013 w.e.f
01.04.2024 in place of Mr. Meka Yugandhar, Mr. Vinayak Rao Juvvadi
Mr. Mahender Chand whose tenure was completed on 31.03.2024

In accordance with the provisions of Section 152 of the Companies
Act, 2013, and the Articles of Association of the Company, Ms. Apurva
Jain (DIN: 06933924), whole time Director of the Company, retires
by rotation at this Annual General Meeting and, being eligible, has
offered herself for re-appointment. Brief details of Ms. Apurva Jain
(DIN: 06933924), whole time Director of the Company are provided
in the notice of the Annual General Meeting. Detailed information on
the directors is provided in the Corporate Governance Report, which
forms part of this Annual Report.

Except as states above, there were no other changes in the board of
directors of the Company during the year under review.

Details of Key Managerial Personnel

During the year under review, Ms. Pratima Khandu Gulankar,
Company Secretary was appointed as a Key Managerial person (KMP)
in place of Ms. Disha Jindal with effect from 1st August, 2024 and the
following persons have been designated as Key Managerial Personnel
pursuant to Sections 2(51) and 203 of the Act, read with the Rules
framed thereunder:

1. Mr. Gautam Chand Jain, Chairman & Managing Director, and
Mr. Rahul Jain, Managing Director,

2. Mr. M. Vishwanatha Reddy, Chief Financial Officer, and

3. Ms. Pratima Khandu Gulankar, Company Secretary, (with effect
from 01.08.2024)

Declaration by Independent Directors

The Company has received declarations from all independent
directors, in accordance with section 149(7) of the Act and regulation
25 of the Listing Regulations, 2015. These declarations confirm that the
Directors meet the independence criteria outlined in section 149(6) of
the Act, as well as Regulations 16 and 25 of the Listing Regulations,
2015. Additionally, the Independent Directors have affirmed their
compliance with Section 150 of the Act and rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, which
includes the inclusion of their names in the Independent Directors'
databank maintained by the Indian Institute of Corporate Affairs.

The Board of Directors has reviewed and recorded these declarations
and confirmations from the Independent Directors, following a
thorough assessment in accordance with Regulation 25 of the Listing
Regulations, 2015. The Board believes that the Independent Directors
meet all specified conditions under the Act and corresponding Rules,
in addition to adhering to the code for independent directors as set
out in Schedule IV to the Act.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees.

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out an evaluation of its own
performance, Committees, and performance of individual Directors.
The performance of the Board, Committees, and individual Directors
was evaluated by seeking inputs from all Directors. The performance
of the individual Directors, including Independent Directors, and
the role of the Board/Committees were also discussed at the Board
Meeting. Details regarding the formal annual evaluation process
conducted by the Board, assessing its own performance as well as
that of its committees, the chairman, and individual directors, are
provided in the Corporate Governance Report, which is part of
this Annual Report.

Committees of The Board

In light of the recent appointments and the completion of
Directorship tenures, the Board has approved the reconstitution of
various committees, effective from 1st April, 2024. Details regarding
the composition, terms of reference, and meetings held during
the financial year 2024-25 for each committee are provided in the
Corporate Governance Report, which forms an integral part of
this Annual Report.

Nomination and Remuneration Policy

The Company has formulated a Nomination and Remuneration Policy
in accordance with the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The said Policy outlines the criteria for appointment of Directors,
key managerial personnel, and senior management, as well as
their remuneration framework including criteria for determining
qualifications, positive attributes, independence of a director and
other matters provided under sub-section (3) of section 178.

The Policy is available on the Company’s website and can be accessed
at:
http://www.pokarna.com/investors/

Risk Management Policy

Risk Management is integral to our Company’s strategy and the
achievement of our long-term goals. The Risk Management Committee,
appointed by the Board, is responsible for reviewing the Company's
risk management process and ensuring that risks are managed within
acceptable limits. The Company has established a Risk Management
policy to mitigate both internal and external risks.

We have implemented Business Risk Assessment procedures that
facilitate self-assessment of business risks, operating controls, and
compliance with Corporate Policies. The Company actively manages,
monitors, and reports on the principal risks and uncertainties
that could impact our ability to achieve objectives. This ongoing
process tracks the evaluation of risks and the implementation of
mitigating action plans.

According to the Board, there are no risks that threaten the existence
of the Company. However, certain risks that may pose challenges

are detailed in the Management Discussion and Analysis section of
this Annual Report.

Related Party Transactions

There were no material transactions with related parties during the
period under review that could have led to a potential conflict of
interest for the Company. The policy on Related Party Transactions,
approved by the Board of Directors, is available on the Company’s
website -
www.pokarna.com.

All contracts / arrangements / transactions entered by the Company
during the Financial year 2024- 25 with related parties were in its
ordinary course of business and are on an arm’s length basis. During
the year, there are no contract / arrangement / transaction with
related parties which are considered material as per Regulation 23
of the Listing Regulations or which are required to be reported in
Form No. AOC-2 in terms of Section 134 (3) (h) read with Section 188
of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014.For
details of related party transactions, please refer to Note No. 33 of the
Standalone Financial Statements.

Internal Financial Controls

The Company has established a robust and comprehensive internal
control system to safeguard its assets against unauthorized use,
disposition, or loss. This system ensures that all transactions are duly
approved, accurately recorded, and correctly reported. It is designed
to maintain accurate financial and other records for the preparation
of financial information and to uphold accountability for assets
and liabilities. The control system is further reinforced by rigorous
internal audits, guidelines, and procedures.

The Company's internal financial control system includes an in¬
house Internal Audit Division, supplemented by internal audit checks
from M. Murali Jaganmohan, Chartered Accountant, the Internal
Auditor. The Internal Audit system encompasses quarterly inventory
verification, monthly account reviews, and quarterly evaluations
of critical business processes. Additionally, the Internal Auditors
conduct concurrent audits of the majority of high-value transactions.

Based on the information provided, the Directors have not identified
any material breakdown in the functioning of these controls,
procedures, or systems during the year under review. There have been
no significant changes in the Company's internal financial controls
during the year that have materially affected or are reasonably likely
to materially affect these controls.

It is important to note that there are inherent limitations to the
effectiveness of any system of disclosure controls and procedures,
including the potential for human error and the possibility of
circumvention or overriding of the controls and procedures. Therefore,
even effective disclosure controls and procedures can only provide
reasonable assurance of achieving their objectives. Furthermore,
in designing and evaluating the Company's disclosure controls and
procedures, management has applied its judgment in assessing the
cost-benefit relationship of possible controls and procedures.

Statutory Auditors

The Members at the 31st Annual General Meeting of the Company
appointed M/s. Daga & Co, Chartered Accountant, as the Statutory
Auditor of the Company for a term of five (5) consecutive years, from
the conclusion of the 31st Annual General Meeting till the conclusion
of the
36th Annual General Meeting.

Statutory Auditors’ Qualifications, Reservations, or
Adverse Remarks or Disclaimers Made

The Auditor’s Report does not contain any qualifications, reservations,
or adverse remarks.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, as amended,
notifications/circulars issued by the Ministry of Corporate Affairs
from time to time, the Company is not falling under the limits of
cost audit requirements. However, the Company maintains the cost
records as per the provisions of the Companies Act, 2013.

Secretarial Auditors

During the year, Secretarial Audit was carried out by K V C Reddy
& Associates, Company secretaries, (Formerly Mr. K.V. Chalama
Reddy, Practicing Company Secretary) the Secretarial Auditor of
the Company for the financial year 2024-25. The detailed report
on the Secretarial Audit is appended as Annexure II to this Report.
The Secretarial Audit Report does not contain any qualifications,
reservations, observations, or adverse remarks.

Appointment of Secretarial Auditor

The Board of Directors at their meeting held on 29th May 2025
recommended the appointment of M/s. K V C Reddy & Associates,
Company Secretaries, as Secretarial Auditor for further period
of 5 years in ensuing Annual General meeting in terms of
recent
amendment introduced by the SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations, 2024,
dated December 12, 2024
on terms and conditions as may be decided
by the Board of Directors.

Disclosures

Vigil Mechanism / Whistleblower Policy

Your Company has established a robust Vigil Mechanism for reporting
concerns through the Whistleblower Policy of the Company. Adequate
safeguards are provided against victimization to those who avail of the
mechanism, and access to the Chairman of the Audit Committee in
exceptional cases is provided to them. Details of the Vigil Mechanism
are also provided in the Corporate Governance Report, and the
Whistleblower Policy has been uploaded on the Company’s website -
www.pokarna.com.

Meetings of the Board

The Board of Directors of your Company met Six (6) times during the
year to deliberate on various matters. The meetings were held on 16th
May, 2024, 13th August. 2024, 19th September, 2024, 12th November,
2024, 30th January, 2025 and 29th March, 2025. Further details on the
Board of Directors are provided in the Corporate Governance Report
forming part of this Annual Report.

Particulars of Loans, Guarantees, and Investments

During the period under review, the Company has neither provided
any loans nor made investments under the provisions of Section 186
of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings, and Outgo

Information relating to the conservation of energy, technology
absorption, and foreign exchange earnings and outgo, as stipulated
under Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014, is given in Annexure-III to this Report.

Annual Return

The Annual Return of the Company as on 31st March 2025 in Form
MGT-7, in accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014, is
available on the Company’s website -
www.pokarna.com.

Material Changes and Commitments Affecting the
Financial Position of the Company

There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the
end of the financial year to which the financial statements relate and
the date of this Report.

Significant and Material Orders

During the financial year 2024-25, there were no significant and
material orders passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in
the future. No material changes and commitments which could affect
the Company’s financial position have occurred between the end of
the Formal Annual Evaluation.

Pursuant to the provisions of the Companies Act, 2013, and Listing
Regulations, the Board has carried out an evaluation of its own
performance, Committees, and the performance of individual
Directors. Inputs were sought from all Directors, and the performance
of individual Directors, including Independent Directors, and the
roles of the Board/Committees were discussed at the Board Meeting.

Particulars of Employees

The disclosure required under Section 197(12) of the Companies
Act, 2013, read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in
Annexure IV to this Report.

Prevention of Sexual Harassment at Workplace

In compliance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has
formulated and implemented a policy for the prevention of sexual
harassment at the workplace, which includes a mechanism for
lodging complaints. During the year under review, no complaints were
reported to the Committee.

Investor Education and Protection Fund (IEPF)

Information regarding the transfer of unclaimed dividend amounts
and shares to the Investor Education and Protection Fund (IEPF)
is included in the General Shareholder Information section of
this Annual Report. Ms. Pratima Khandu Gulankar, the Company
Secretary, also serves as the Nodal Officer for the Company. This
appointment is in accordance with rule 7(2A) of the Investor Education

and Protection Fund Authority (Accounting, Audit, Transfer, and
Refund) Rules, 2016. Further details can be found on the Company's
website -
www.pokarna.com.

Compliance with Secretarial Standards

During the financial year 2024-25, your Company has adhered to the
relevant provisions of the Secretarial Standards issued by the Institute
of Company Secretaries of India pertaining to Board Meetings and
General Meetings.

Reporting of Frauds

There were no instances of fraud reported during the year under
review that required the Statutory Auditors to report under Section
143(12) of the Act and the rules made thereunder.

Nature of Business

There has been no change in the nature of the Company's business.
However, during the year ended 31 March 2025, the Company
completed the disposal of its Apparel unit, which had been classified
as a discontinued operation in accordance with Ind AS 105 - Non¬
current Assets Held for Sale and Discontinued Operations.

Deposits

During the year under review, the Company has not accepted or
renewed any amount falling within the purview of the provisions of
Section 73 of the Companies Act, 2013 (the Act) read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, the requirement for
furnishing details of deposits that are not in compliance with Chapter
V of the Act is not applicable.

Disclosure under Rule 8(5) of Companies (Accounts)
Rules, 2014

No application has been made under the Insolvency and Bankruptcy
Code; therefore, there is no requirement to disclose details of any
applications made or proceedings pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year, nor their status
at the end of the financial year. Additionally, there is no requirement
to disclose details of any differences between the valuation amount
at the time of a one-time settlement and the valuation done when
obtaining a loan from Banks or Financial Institutions, along with the
reasons for such differences.

Presentation of Financial Statements

The financial statements for the year ending 31 March, 2025 have been
presented in accordance with Division II of Schedule III to the Act.

Indian Accounting Standards, 2015

The attached financial statements are in full compliance with Indian
Accounting Standards (Ind AS) as notified under section 133 of the
Act, the Companies (Indian Accounting Standards) Rules, 2015, and
other relevant provisions of the Act.

Other Disclosures

• Mr. Gautam Chand Jain, Chairman & Managing Director and Mr.
Rahul Jain, Managing Director have not drawn any remuneration
from the Company during the Current year. They are drawing

remuneration from Pokarna Engineered Stone Limited, wholly
owned subsidiary Company. Details of their remuneration from
subsidiary company are provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.

• The Company's equity shares were not suspended from trading
during the year under review due to corporate actions or
any other reasons.

• There were no revisions to the financial statements and
Directors’ Report during the year under review.

• Specific details required under section 134 of the Act and the
Rules made thereunder, applicable to the Company, have been
provided in this Report where applicable.

• There were no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016

Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors &
Officers with a quantum and coverage as approved by the Board.

Human Resources

The Company views its human resources as vital to achieving
its objectives. Therefore, the Company places great emphasis on
attracting and retaining high-quality employees. By empowering its
workforce, the Company fosters a work environment that encourages
employees to reach higher performance levels. The steadfast
dedication of the employees is integral to driving the Company’s
vision forward. The Company deeply values and appreciates the
commitment and enthusiasm of its employees.

Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has launched a green initiative
in corporate governance by promoting paperless compliance and
permitting the electronic delivery of annual reports and documents to
shareholders, subject to certain conditions. The Company continues
to send the annual report and other communications via electronic
mode to members with registered email addresses. For those who have
not registered their email addresses, physical copies are sent through
the permitted mode. We encourage shareholders to opt for receiving
their annual reports electronically, as this contributes to cost savings
and reduces the use of natural resources.

Appreciation

The Directors wish to express their deep appreciation to employees
at all levels for their hard work, dedication, and commitment. Our
employees have been crucial in successfully navigating the challenges
faced this year. The Board also extends its gratitude to customers,
shareholders, suppliers, vendors, bankers, business associates, and
regulatory and government authorities for their continued support.

Gautam Chand Jain

Date:29th May 2025 Chairman & Managing Director

Place: Secunderabad. (DIN:00004775)


 
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