As on: Jul 09, 2026 07:29 AM
Dear Members,
Your directors take pleasure in presenting their 35 th Annual Report together with the annual audited consolidated and standalone financial statements for the financial year ended 31 st March 2026.
Financial Highlights
H In Lakhs
Overview and The State of the Company Affairs (FY 2025-26)
During FY 2025–26, the Company continued to operate in a challenging global environment marked by subdued demand in the natural stone industry, inflationary pressures, and changing market preferences. The Granite Division remained under pressure due to weak export demand, particularly from China, along with increasing competition from engineered stone and alternative surface materials in key markets such as the United States and Europe. In response, the Company focused on optimizing quarry operations, reducing costs, and expanding its customer base in emerging markets.
Pokarna Engineered Stone Limited (PESL), the Company's wholly owned subsidiary, continued to be the key growth driver during the year. The quartz surfaces business witnessed a challenging operating environment during the year owing to geopolitical uncertainties, ongoing global conflicts, and the impact of tariff-related developments in the United States and other key international markets. Despite these external pressures, the Company continued to focus on market diversification, customer engagement, and operational efficiencies to sustain its presence across major export regions, including North America and Europe.
PESL continued the commercialization and market expansion of advanced BRETON KREOS and CHROMIA technologies for manufacturing premium ultra-thin and high-definition engineered quartz slabs. The successful commercialization of these innovative products has strengthened the Company's competitive position and is expected to support margin improvement through product diversification and premiumization.
The Company remains focused on operational efficiency, market diversification, product innovation, and strengthening its global presence. With continued investments in advanced technologies and value-added products, the management is confident of sustaining long-term growth and creating value for stakeholders.
Dividend
The Directors are pleased to recommend a dividend of H0.60 per equity share for the financial year ended 31 st March 2026. The dividend is subject to the approval of the Members of the Company in the ensuing Annual General Meeting ("AGM") for the year 2025-26. The total payout will amount to H186.02 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, 2026 is H2000 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 ofH2/- each as of 31 st March 2026. 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, 2026, 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, 2026, and of the profit of the Company for the year ended March 31, 2026.
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 2025-26.
Subsidiaries, Associates, and Joint Venture Companies
As of March 31, 2026, your Company has following two subsidiaries:-
(a) Pokarna Foundation, which was incorporated on 17 th 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 H57021.12 lakhs, compared to H92177.82 lakhs in the previous year, registering a decrease of 38.14%. EBITDA for the year was H19999.04 lakhs, compared to H35228.00 lakhs in the previous year. The total comprehensive income for the year ended March 31, 2026, decreased to H9677.39 lakhs, showing a decrease of 52.28%.
Pokarna Engineered Stone Limited ("PESL") was selected by the U.S. Department of Commerce ("USDOC") as a "mandatory respondent" third administrative review of the Antidumping duty ("ADD") Order on the imports of quartz surface products from India and as a result, PESL's ADD assessment rate for the third review period continues to be 0% and also the ADD cash deposit continues to be 0% with effect from November 5, 2025. For the fourth administrative ADD review, 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. For the fifth administrative ADD review, petitioner have requested review of PESL and the review process is going on, whose preliminary result is expected in August 2026. 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.
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 2025-26 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 2025-26 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 31 st March 2026, 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. Gautam Damodar Sawang (DIN : 11219711) was appointed as an
Independent Director 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 30.07.2025.
Dr. Jayshree Rajesh Sanghani (DIN: 09007808), Independent Director, completed her first consecutive term on December 23, 2025, in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, and consequently ceased to be an Independent Director of the Company.
Post completion of her tenure, the composition of the Board remains in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Prakash Chand Jain (DIN: 00084490), Director of the Company, retires by rotation at this Annual General Meeting and, being eligible, has offered himself for re-appointment. Brief details of Mr. Prakash Chand Jain (DIN: 00084490), Director of the Company are provided in the notice of the Annual General Meeting.
Further, detailed information on all Directors forms part of the Corporate Governance Report annexed to this Annual Report.
Re-appointment of the Chairman and Managing Director
Gautam Chand Jain was re-appointed as the Chairman & Managing Director of the Company for a period of five (5) years from 1 st July, 2026 upto 30 th June, 2031. The Board, on recommendation of the Nomination and Remuneration Committee and after evaluating his performance and considering the Company's growth under his management, approved his re-appointment for a further term of 5 years commencing July 01, 2026, subject to approval of the shareholders. Accordingly, resolution seeking his re-appointment for a further term of five (5) years and brief details of Gautam Chand Jain are given in the notice of annual general meeting.
Re-Appointment of the Managing Director
Rahul Jain was re-appointed as the Managing Director of the Company for a period of five (5) years from May 02, 2026 upto May 01, 2031. The Board, on recommendation of the Nomination and Remuneration Committee and after evaluating his performance and considering the Company's growth under his management, approved his re-appointment for a further term of five (5) years commencing
May 02, 2031, subject to approval of the shareholders. Accordingly, resolution seeking his re-appointment for a further term of five (5) years and brief details of Rahul Jain are given in the notice of Annual General Meeting.
Except as stated 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, 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,
2. Mr. Rahul Jain, Managing Director,
3. Mr. M. Vishwanatha Reddy, Chief Financial Officer, and
4. Ms. Pratima Khandu Gulankar, Company Secretary and Compliance Officer.
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 12 th November, 2025. Details regarding the composition, terms of reference, and meetings held during the financial year 2025-26 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 2025-26 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. Bhaskara Rao & Co., Chartered Accountants, 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 31 st 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 31 st Annual General Meeting till the conclusion of the 36 th 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
The Members at the 34 th Annual General Meeting of the Company appointed M/s.K V C Reddy & Associates, Company secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, from the conclusion of the 34 th Annual General Meeting till the conclusion of the 39 th Annual General Meeting.
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 Four (4) times during the year to deliberate on various matters. The meetings were held on 29 th May, 2025, 30 th July, 2025, 12 th November, 2025, and 4 th February, 2026. 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 31 st March 2026 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 2025-26, the Company has received an Assessment Order issued under Section 143(3) read with Section 144B of the Income-tax Act, 1961, in relation to the income tax return filed for Assessment Year 2024–25. The Assessing Officer has proposed certain additions to the returned income, resulting in a total tax demand of H 1.28 crore, including interest.
Based on the advice of tax advisors, the Company believes that the aforementioned demand is not maintainable and has filed an appeal against the said Order. Accordingly, there is no immediate impact on the financials, operations, or other activities of the Company on account of the aforesaid order.
The Company has received a Demand Notice dated 27 April 2026 from the Office of the District Mines & Geology Officer, Tirupati, in relation to its colour granite quarry lease at Eswarapuram Village, Puttur Mandal, Tirupati District, Andhra Pradesh, pursuant to a joint inspection conducted by the Vigilance & Enforcement, Mines
& Geology and Revenue Departments. The authorities have alleged misuse of dispatch permits within the leased area and unlawful excavation and transportation of colour granite from outside the leased area and have raised a demand aggregating to H 3339.58 lakhs under the Andhra Pradesh Minor Mineral Concession Rules, 1966, comprising Normal Seigniorage Fee, Penalty, DMF contribution, MERIT charges and Income Tax (TDS).
Based on legal advice received, the Company believes that the said demand is not legally sustainable and is in the process of preferring an appeal and pursuing appropriate legal remedies against the notice. Accordingly, the management is of the view that there is no immediate material impact on the financial position, operations or other activities of the Company on account of the aforesaid notice.
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.
Maternity benefit
The Company has duly complied with all provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees during the year.
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. Mrs. Apurva Jain, Executive Director, also serves as the Deputy Nodal Officer of the Company, to act as an alternate officer of the Company for matters relating to the
IEPF Authority. These appointments are 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.
Saksham Niveshak Campaign
The Company has actively participated in the "Saksham Niveshak" campaign initiated by the Investor Education and Protection Fund Authority (IEPFA) under the initiative of the Ministry of Corporate Affairs, aimed at promoting investor awareness and protection of investor interests.
As part of the said initiative, the Company has undertaken various measures including dissemination of information through its website, communication to shareholders through electronic means, issuance of public notices/advertisements, and other awareness initiatives to encourage updation of KYC details, nomination, and timely encashment of dividends.
These efforts are aimed at strengthening investor services, ensuring regulatory compliance, and minimizing the transfer of unpaid and unclaimed amounts to the Investor Education and Protection Fund.
Extension of Special Window for Re-lodgement of Transfer Requests of Physical Shares
Members are hereby informed that pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD-POD/P/CIR/2025/97 dated July 2, 2025, a Special Window was opened for a period of six months from July
7, 2025 to January 6, 2026 to facilitate re-lodgement of transfer requests of physical shares lodged prior to April 1, 2019, which were rejected, returned or not attended to due to deficiencies in documents or otherwise.
Further, SEBI vide its Circular dated January 30, 2026 has extended the said facility for a further period of one year from February 5, 2026 to February 4, 2027. Members who have not availed the earlier opportunity are requested to avail the extended timeline and submit their requests along with requisite documents to the Company's Registrar and Share Transfer Agent.
Members may note that the shares re-lodged for transfer shall be processed only in dematerialised form, in accordance with applicable SEBI regulations. Members are therefore advised to ensure that they have an active demat account to facilitate credit of shares upon approval.
For further details, Members may refer to the Company's website or contact the Registrar and Share Transfer Agent
Compliance with Secretarial Standards
During the financial year 2025-26, 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.
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, 2026 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.
Directors & Officers Insurance Policy
The Company has in place an insurance policy for its Directors &
Of cers 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.
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