Directors Report of Pokarna Ltd.

Mar 31, 2025

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, 2024on 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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Mar 31, 2024

Your directors take pleasure in presenting their 33rd Annual Report together with the annual audited consolidated and standalone financial statements for the financial year ended 31st March 2024.

Financial Highlights

H In Lakhs

Particulars	Standalone Results		Consolidated Results
	2024 |	2023	2024 |	2023
Continuing operations:
Total Income (Operational and Other Income)	4560.74	6093.97	69913.12	73648.19
Less: Total Expenses	5130.41	5889.55	55951.13	64332.88
Profit before tax from continuing operations	(569.67)	204.42	13961.99	9315.31
Less: Tax expenses (including deferred tax)	(250.33)	(55.46)	4826.25	2506.92
Profit/ (Loss) after tax from continuing operations	(319.34)	259.88	9135.74	6808.39
Profit / (Loss) after tax from discontinuing operations	(354.66)	(185.43)	(399.48)	(227.30)
Profit for the Period	(674.00)	74.45	8736.26	6581.09

Overview and The State of the Company Affairs

During the reporting period, our granite division faced significant challenges, leading to a downturn in overall performance. The revenue from our granite division primarily comes from exporting granite blocks to China and processed granite to the United States. However, both markets have been adversely affected by evolving economic conditions In China, a major consumer of our granite blocks, the combination of rising inflation, increasing interest rates, and weakening consumer confidence led to a noticeable slowdown in demand for granite blocks This decline in demand significantly reduced our export volumes and consequently, a reduction in revenue from this segment. Furthermore geopolitical tensions and trade policies have also played a role in disrupting the market dynamics, adding to the challenges we face in selling to Chinese buyers. Similarly, the US market has been affected by economic headwinds such as inflation and rising interest rates, which have dampened consumer confidence and suppressed demand for our processed granite products. The construction sector, a significant driver of granite demand, has slowed down due to these economic pressures Additionally, the US market has been dealing with supply chain disruptions and increased competition from alternative materials further impacting our sales. Adding to these economic challenges, a state government has introduced measures such as increased taxes and fees, which have placed additional financial burdens on our operations These regulatory changes have strained our operational costs and profitability, making it even more challenging to maintain efficiency and competitiveness. We are focused on optimizing our operations and exploring new opportunities to ensure the long-term sustainability and growth of our company.

In line with our strategic review, we have discontinued the operations of our apparel division. This decision, endorsed by the Board, aims to reduce losses and strengthen the company''s overall financial position We are taking and will continue to take necessary actions to wind down these operations systematically.

The Company believes that Pokarna Engineered Stone Limited (“PESL”), a wholly owned subsidiary, leverages its advanced technology to offer significant competitive advantages. PESL''s capability to produce a diverse range of products, featuring an extensive selection

of designs, finishes, and slab sizes, uniquely positions it in the market. Despite the economic challenges in the U.S. impacting the quartz industry, PESL''s performance reflects the positive outcomes of our strategic actions to enhance operations. PESL is investing approximately US$ 10 million to commercialize two cutting-edge technologies from BRETON S.p.A of Italy: the KREOS and CHROMIA lines. The KREOS line includes a next-generation mixture extrusion and distribution system designed to produce full-body, ultra-thin, and aesthetically unique slabs, catering to evolving customer preferences. The CHROMIA line utilizes high-definition digital printing technology to decorate quartz slabs with precise, intricate patterns and vibrant colors, significantly enhancing their aesthetic appeal and customizability. These advancements are expected to strengthen PESL''s market position and attract a broader customer base. Both the KREOS and CHROMIA lines are scheduled for commercialization in FY25. We are optimistic that FY25 will be a promising year for PESL, driven by its broad and innovative quartz offerings, combined with a steadfast commitment to quality and service. As PESL navigates current market dynamics, our strategy remains focused on enhancing innovation, developing our brand, and expanding our geographical reach. This approach will ensure that PESL continues to meet market demands and capitalize on new opportunities, reinforcing its position as a leader in the engineered stone industry.

Dividend

The Directors are pleased to recommend a dividend of H 0.60 per equity share for the financial year ended 31st March 2024. The dividend is subject to the approval of the Members at the Annual General Meeting (“AGM") scheduled on 30th September 2024. The Register of Members and Share Transfer Books will remain closed from 24th September 2024 to 30th September 2024 (both days inclusive) for the purpose of payment of the dividend for the financial year ended 31st March 2024 and the AGM.

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.

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 ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b) that they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

c) they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Subsidiaries, Associates, and Joint Venture Companies

As of March 31, 2024, your Company had two subsidiaries, one of which is a wholly owned subsidiary, and the other is a non-profit organization. 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 H 66,030.40 lakhs, compared to H 67,836.78 lakhs in the previous year, registering a decrease of 2.66%. EBITDA for the year was H 22,247.52 lakhs, compared to H 17,080.81 lakhs in the previous year. The total comprehensive income for the year ended March 31, 2024, increased to H 10,060.26 lakhs, showing an increase of 48%.

Pokarna Engineered Stone Limited (“PESL”) was selected by the U.S. Department of Commerce (“USDOC”) as a “mandatory respondent” for the second 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 second review period continues to be 0%, and the ADD cash deposit rate also remains 0% effective from November 20, 2023. The third administrative ADD review is ongoing, and according to the preliminary results announced by the USDOC, PESL’s ADD assessment rate for the third review period continues to be 0%. Regarding the Countervailing Duty (CVD) review, no parties have requested a second or third review, thus the CVD duty of 2.34% determined during the investigation period remains the final CVD assessment rate for the entries of the second and third review periods. 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.

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 2023-24 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 2023-24 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.

Changes in Directors and Key Managerial Personnel

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Directors. As of 31st March 2024, 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.

Appointment

Based on the recommendations of the Nomination and Remuneration Committee, the Board, effective from 1st April, 2024, has appointed Mr. Prasanth Nandigala (DIN: 01740471), Mr. Agnihotra Dakshina Murty Chavali (DIN: 00374673), and Mrs. Paulomi Dhawan (DIN: 01574580) as Additional Directors (Non-Executive, Independent) of the Company for an initial term of 3 years. The members of the Company approved

the said appointments by way of a special resolution passed on 25th July 2024 through a postal ballot conducted by remote e-voting.

Retirement by Rotation and Subsequent Re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Rahul Jain (DIN:00576447), Managing 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. Rahul Jain (DIN:00576447), Managing Director are provided in the notice of the Annual General Meeting.

Cessation

Mr. Meka Yugandhar (DIN: 00012265), Mr. Vinayak Rao Juvvadi (DIN: 00229415) and Mr. Mahender Chand (DIN: 00008449) will cease to be Independent Directors of the Company upon the completion of their second term at the close of business hours on 31st March, 2024. The Board of Directors places on record their sincere appreciation for the contributions made by Mr. Meka Yugandhar, Mr. Vinayak Rao Juvvadi and Mr. Mahender Chand during their tenure on the Board of the Company.

Changes in Key Managerial Personnel

Ms. Disha Jindal resigned as Company Secretary of the Company with effect from 8th May,2024, and Ms. Pratima Khandu Gulankar (Membership No: A66794) was appointed as Company Secretary with effect from 1st August,2024.

Except as stated above, there were no other changes in the Directors and Key Managerial Personnel during the year under review since the last report. Detailed information on the directors is provided in the Corporate Governance Report, which forms part of this Annual Report.

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.

Mr. Gautam Chand Jain, Chairman & Managing Director, Mr. Rahul Jain, Managing Director, Mr. M. Vishwanatha Reddy, Chief Financial

Officer, and Ms. Pratima Khandu Gulankar, Company Secretary, are the Key Managerial Personnel (KMP) within the meaning of Section 2(51) read with Section 203(1) of the Act.

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 2023-24 for each committee are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company can be accessed at https://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

All related party transactions (RPTs) conducted by the Company during the year under review were on an arm''s length basis and in the

ordinary course of business. These transactions did not trigger the provisions of Section 188 of the Act and were not considered material RPTs under Regulation 23 of the SEBI Listing Regulations. All RPTs for FY2024 received approval from the audit committee. Details of these transactions were submitted to the audit committee on a quarterly basis for review and noting. Additionally, related party transaction disclosures are filed with the stock exchanges on a half-yearly basis.

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. For further details, 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 inhouse 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.

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 2023-24. 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.

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

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

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 25th May 2023, 9th August 2023, 8th November 2023, 6th February 2024, 17th February 2024, and 23rd March 2024. 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 2024 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 2023-24, 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 2023-24, 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.

Share Capital

The Company’s paid-up Equity Share Capital stands at H 620.08 Lakhs as of 31st March 2024. 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.

Nature of Business

There has been no change in the nature of the Company''s business. However, it is important to note that the Board has approved the closure of the Apparel Division of the Company, effective from the close of business hours on 31st March 2024.

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 2024 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 has not been drawing any remuneration from the Company. Details of his 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

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: 13th August, 2024 Chairman & Managing Director

Place: Secunderabad (DIN:00004775)

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Mar 31, 2023

The Directors take pleasure in presenting their 32nd Annual Report together with the annual audited consolidated and standalone financial statements for the financial year ended 31st March 2023.

Financial Highlights

*(Rs. In Lacs)
Particulars	Standalone Results		Consolidated Results
	2023	2022	2023	2022
Total Income (Operational and Other Income)	6419.67	7030.40	73932.03	65680.36
Less: Total Expenses	6396.41	6993.43	64839.75	55491.12
Profit before tax and Exceptional Items	23.26	36.97	9092.28	10189.24
Less: Tax expenses (including deferred tax)	51.19	28.58	2511.19	2359.24
Profit for the Period	74.45	8.39	6581.09	7830.00

Overview and The State of the Company Affairs

During the reporting period, the granite mining industry encountered significant challenges, primarily due to a notable slowdown in demand from China. This decline in demand had a visible impact on our export volumes and overall revenue. Additionally, the State governments implemented measures, such as heightened taxes and fees, which had adverse effects on the industry. The unexpected and substantial increase in financial burdens placed a strain on our operational costs and profitability, further complicating the challenges posed by the demand slowdown. As we navigate through these difficulties, we maintain a cautious outlook for the prospects of our granite mining business. Our Company’s apparel manufacturing has been undergoing a scaling down over a period of time. This well-considered decision was aimed at reducing losses and reinforcing our overall financial standing of the Company. As we look ahead, we remain cautious for the prospects of our apparel business. We will take necessary actions as and when required.

FY 23 marked a significant milestone for Pokarna Engineered Stone Limited (PESL), as it completed its first full year of operation for Unit 2, a state-of-the-art quartz manufacturing facility and a wholly-owned subsidiary of our Company. PESL effectively tackled the challenges that come with stabilizing a new plant, including building a skilled workforce, implementing efficient processes, optimizing engineering procedures, and overcoming various obstacles. As a result, the facility is now fully stabilized and functioning smoothly.PESL’s dedication to innovation has been instrumental in its recent accomplishments. Embracing advanced robotics technologies, it has introduced a range of exciting new designs in its product lineup. These cutting-edge advancements not only enhance its manufacturing capabilities but also offer customers a wider selection of top-quality products to choose

from. With a firm focus on staying at the forefront of technology and continuous improvement, PESL remains confident in the potential of its new state-of-the-art facility and commitment to innovation to drive success in meeting the evolving demands of the market. As we move forward, we believe that PESL’s prowess in both manufacturing excellence and innovation will play a pivotal role in shaping its position as a leading player in the industry.

The countertop industry is currently facing a cyclical downturn, primarily attributed to higher interest rates, ongoing inflation, and decreased consumer confidence. Accurately forecasting the extent and duration of economic cycles presents challenges due to the intricate nature of global conditions. As we look to the future, PESL foresees lower sales in FY 2024, with the effects on new home construction and remodelling anticipated to persist until macroeconomic conditions improve. Despite these challenges, we firmly believe that the demand for our industry’s products remains resilient even during economic downturns; it is merely deferred to more favourable times. Our commitment to quality, innovation, and customer satisfaction positions us well to navigate through these cyclical fluctuations and emerge stronger once market conditions stabilize.

Dividend

The Directors are pleased to recommend the dividend of Rs 0.60 per equity share for the financial year ended 31st March2023. The dividend is subject to the approval of the Members at the Annual General Meeting (“AGM”) scheduled on 18th September,2023.

The Register of Members and Share Transfer Books will remain closed from 12th day of September,2023 to 18th day of September, 2023 (both days inclusive) for the purpose of payment of the dividend for the financial year ended 31st March2023 and the AGM.

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 dividend to shareholders and/or retaining profits earned by the Company. The policy aims to protect the interest 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 on www.pokarna.com

Transfer to Reserves

No amount is proposed for transfer to the general reserve. 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 ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) that they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(c) they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Subsidiaries, Associates and Joint Venture Companies

As on March 31, 2023, your Company had 2 subsidiaries out of which One is wholly owned subsidiary and One is subsidiary company which is Non Profit Organization.

Consolidated Financial Statements presented by the Company include the financial information of Pokarna Engineered Stone Limited (“PESL”), the wholly owned subsidiary company. There has been no material change in the nature of the business of PESL. As per the requirement of 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 financial statements of the Company. The Audited Accounts of PESL will be available on the website of the Company - www.pokarna.com.

During the financial year under review, PESL registered revenue of Rs 67836.78 lakhs as against Rs 58708.07 Lakhs in the previous year, thereby registering a growth of 15%. EBITDA for the year under review was Rs 17080.81 Lakhs as against Rs 16837.61 Lakhs in the previous year. The Comprehensive Income for the year 31st March 2023 decreased to Rs 6780.31 lakhs, showing a decline of 14%.

Pokarna Engineered Stone Limited (“PESL”) was selected by the U.S. Department of Commerce (“USDOC”) as a “mandatory respondent” first 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 first review period has reduced to 0% from 0.33% and also the ADD cash deposit has reduced to 0% with effect from January 9, 2023.

The second administrative ADD review is ongoing whose preliminary results are expected in June 2023. With regard to CVD review, all parties have withdrawn the review request of the first as well as second CVD review, hence the CVD duty of 2.34% as determined in investigation period is final CVD assessment rate for entries of the first as well as second review period.

There is no impact on the financials of the company.

The Company does not have any Associate or Joint Venture Companies. Further, the Company’s policy on determining the material subsidiaries, as approved by the Board is uploaded on the on the website of the Company - www.pokarna.com

Corporate Governance

The Directors reaffirm their commitment to good corporate governance practices. During the year under review, the Company was in compliance with the provisions relating to corporate governance as provided 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 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 2022-23 with regard to the financial statements and other matters. The said certificate forms part of the report on Corporate Governance.

Management Discussion & Analysis Report

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) ofyour Company for the financial year 2022-23 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 and the same has been posted on the website of the Company - www. pokarna.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure-I, which forms part of this Report. However,during the year under review, the provisions of Corporate Social Responsibility were not applicable to the Company in pursuance to Section 135(1) of the Companies Act, 2013.

Board of Directors and Key Managerial Personnel

Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Directors. As on 31st March2023, the Board of Directors consists of eight (8) Directors consisting of Chairman & Managing Director, Managing Director, Executive Director and five (5) Non-executive Directors, out of which four (4) 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.

Retirement by rotation and subsequent re-appointment.

In accordance with the provisions of Section 152 of the Act 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 of the Company and being eligible, has offered himself for re-appointment. Brief details of Mr. Prakash Chand Jain (DIN: 00084490) are given in the notice of annual general meeting.

Re-appointment of Executive Director

Ms. Apurva Jain was appointed as Executive Director of the Company for the period of 3 years commencing from 09th August,2019. The Board on the recommendation of NRC, at its meeting held on 25th May ,2023, re-appointed Mrs. Apurva Jain as Executive Director of the Company for a period of 5 years commencing from 09th August,2024 to 08th August,2029, subject to the approval of shareholders. A resolution seeking Members’ approval for her re-appointment forms part of the Notice of the ensuing Annual General Meeting.

Appointment of Company Secretary

During the year under review, Mrs. Babita Chandrakar resigned as Company Secretary of the Company wef 23.05.2022 and Mr. Piyush Khandelwal was appointed as Company Secretary wef 03.08.2022. Further, Mr. Piyush Khandelwal also resigned from the post of company secretary w.e.f 28th February,2023. The Board places on record its appreciation for services provided by Mrs. Babita Chandrakar and Mr. Piyush Khandelwal during their stint with the Company as Company Secretary.

Further during the Financial Year 2023-24, Ms. Disha Jindal is appointed as Company secretary and compliance officer of the Company w.e.f 25th May, 2023

There was no other change in the Directors and Key Managerial Personnel during the year under review since the last report.

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the Listing Regulations’. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

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.

Mr. Gautam Chand Jain, Chairman & Managing Director, Mr. Rahul Jain, Managing Director, Mr. M Vishwanatha Reddy, Chief Financial Officer and Mr. Piyush Khandelwal Company Secretary are the Key Managerial Personnel (KMP) within the meaning of Section 2(51) read with Section 203(1) of the Act.

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 performance and role of the Board / Committees were also discussed at the Board Meeting.

Committees of The Board Audit Committee

The Audit Committee comprises of Mr. Meka Yugandhar, Mr. Vinayak Rao Juvvadi and Mr. Mahender Chand, all Independent Directors. Further, details relating to the Audit Committee are provided in the Corporate Governance Report forming part of this Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee(“NRC”) comprises Mr. Mahender Chand Jain, Mr. Meka Yugandhar, Mr. Vinayak Rao Juvvadi and Mr. Prakash Chand Jain Further, details relating to the NRC are provided in the Corporate Governance Report forming part of this Annual Report.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (“SRC”) comprises of Mr. Meka Yugandhar, Mr. Mahender Chand, Independent Directors (appointed as on 28.01.2022) and Mr. Rahul Jain, Managing Director. Further, details relating to the SRC are provided in the Corporate Governance Report forming part of this Annual Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (“CSRC”) comprises of Mr. Meka Yugandhar, Mr. Vinayak Rao Juvvadi, Dr. Jayshree Rajesh Sanghani, Independent Directors, Mr. Gautam Chand Jain, Chairman and Managing Director and Mrs. Apurva Jain, Executive Director. Further, details relating to the CSRC are provided in the Corporate Governance Report forming part of this Annual Report.

Risk Management Committee

Pursuant to Regulation 21 of SEBI (Listing Obligation and Disclosure Requirement) (Second Amendment) Regulation, 2021, the Company constituted Risk Management Committee Comprising of Mr. Mahender Chand, Mr. Vinayak Rao Juvvadi, Independent Directors and Mr. Rahul Jain, Managing Director of the Company.

Risk Management Policy

Risk management is integral to your Company’s strategy and for the achievement of our long-term goals. The Risk Management Committee of the Company has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and ensuring that the risks are brought within acceptable limits. The Company has framed and put in place a Risk Management policy to mitigate the risks, both internal and external, which the Company is exposed to.

Business Risk Assessment procedures have been set in place for selfassessment of business risks, operating controls and compliance with the Corporate Policies. The Company manages, monitors and reports on the principal risks and uncertainties that can impact the ability to achieve the objectives. This is an ongoing process to track the evaluation of risks and delivery of mitigating action plans.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

Related Party Transactions

All related party transactions (RPTs) which were entered into by the Company during the year under review, were on arms’ length basis and in the ordinary course of business, did not attract provisions of section 188 of the Act and were also not material RPTs as per regulation 23 of the SEBI Listing Regulations.

All RPTs during FY2023 were entered into with the approval of the audit committee. On a quarterly basis, details of such transactions were placed before the audit committee for noting/review. Disclosures relating to related party transactions on a half-yearly basis are filed with the stock exchanges. There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company -www.pokarna.com

Your attention is drawn to the Related Party disclosures set out in Note no. 33, of the Standalone Financial Statements.

Internal Financial Controls

The Company has set up a proper and adequate system of internal control to ensure protection of assets against disposition or loss on account of unauthorized use and that all transactions are approved, recorded and rightly reported. Also, the system has been designed to ensure that financial and other records are accurate for preparing financial information and other data, and for maintaining accountability for assets and liabilities. The control system is also equally aided by rigorous internal audit, guidelines and procedures.

The Company’s internal financial control system comprises inhouse Internal Audit Division, supplemented by internal audit checks from M. Murali Jaganmohan, Chartered Accountant, the Internal Auditors. The Company’s system of internal audit includes: covering quarterly verification of inventory, a monthly review of accounts and a quarterly review of critical business processes. The Internal Auditors also concurrently audit the majority of the transactions in value term.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred 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 its internal financial controls.

There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls

and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Statutory Auditors

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

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 is maintaining the cost records as per the provisions of the Companies Act, 2013.

Secretarial Auditors

During the year, Secretarial Audit was carried out by Mr. K.V. Chalama Reddy Practicing Company Secretary, the Secretarial Auditor of the Company for the financial year 2022-23. The detailed report on the Secretarial Audit is appended as an Annexure II to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, observation or adverse remark.

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

Auditor’s Report does not contain any qualification, reservation or adverse remark.

Disclosures

Vigil Mechanism / Whistleblower Policy

Your Company has established a robust Vigil Mechanism for reporting of 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. The details of the Vigil Mechanism is also provided in the Corporate Governance Report and the Whistleblower Policy has been uploaded on the website of the Company https://www.pokarna. com/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf.

Meetings of the Board

The Board of Directors of your Company met Five (5) times during the year to deliberate on various matters. The meetings were held on 21st May,2022, 03rd August,2022, 08th August,2022, 09th November,2022 and 14th February ,2023. 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 provisions of the 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 March2023 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 website of the Company at https://www.pokarna.com/agm/.

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 2022-23, 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 future.

No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and the date of this Report.

Particulars of Employees

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

Prevention of Sexual Harassment at Workplace

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

Compliance of Secretarial Standards

During financial year 2022-23, your Company has complied with the relevant provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the rules made thereunder.

Share Capital

The Company’s paid-up Equity Share Capital continues to stand at H620.08 Lakhs as on 31ST March2023. During the year, the Company has not issued any shares or shares with differential voting rights or convertible securities. Also, the Company does not have any Scheme for issue of shares including sweat equity to the employees or Directors of the Company.

Revision in Financial Statements

There has been no revision in the financial statements.

Nature of Business

There has been no change in the nature of business of the Company.

Deposits

During the year under review, the Company has not accepted or renewed any amount falling within the purview of 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 which 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; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Human Resources

The company considers its human resources as the key to achieve its objectives. Keeping in view, your company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company’s vision. The company appreciates the spirit of its dedicated employees.

Green initiative in corporate governance

The Ministry of Corporate Affairs (MCA) has taken a green initiative in corporate governance by allowing paperless compliance by the companies and permitted the service of annual reports and documents to the shareholders through electronic mode subject to certain conditions and the company continues to send annual report and other communications in electronic mode to the members having email addresses and for the members who have not registered their email addresses , physical copies are sent through the permitted mode.

We encourage shareholders to receive their copy of the annual report through electronic mode. This will also contribute to saving costs and reduce our use of natural resources.

Appreciation

Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment - our people have been key to our successful navigation of the challenges we have faced this year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

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Mar 31, 2018

DIRECTORS’ REPORT TO THE SHAREHOLDERS

Dear Members,

The Directors take pleasure in presenting the 27th Annual Report with Audited Accounts for the year ended March 31, 2018. Financial Highlights

(RS, in Lakhs)

		Standalone		Consolidated
		2017-18	2016-17	2017-18	2016-17
1.	Total Revenue	14967.92	15374.81	33472.67	37991.97
2.	Less-expenditure	12844.70	12779.06	27958.09	28278.76
3.	Profit/(Loss) Before tax and extra-ordinary items	2123.22	2595.75	5514.58	9713.22
4.	Tax expenses	476.47	666.37	870.75	1992.62
5.	Profit /(Loss)After Tax from continuing operations	1646.75	1929.38	4643.83	7720.60
6.	Profit/(Loss)After Tax from discontinuing operations	(420.05)	(687.72)	(429.97)	(695.09)
7.	Profit after tax for the year	1226.70	1241.66	4213.86	7025.51
8.	Total other comprehensive Income/(Loss) net of tax	45.58	41.29	52.88	33.13
9.	Total comprehensive Income/(Loss)	1272.29	1282.95	4266.74	7058.64

net profit for the year from continuing operations March 31, 2018 decreased from RS, 1929.39 Lakhs to RS, 1646.75 Lakhs, showing a decline of 14.65%.The net profit for the year after discontinuing operations March 31, 2018 decreased from RS, 1241.66 Lakhs to RS, 1226.70 Lakhs, showing a decline of 1.20%.

On a consolidated basis, during the financial year under review, the Company achieved revenue of RS, 33472.67 Lakhs as against RS, 37991.97 Lakhs in the previous year, thereby registering a decline of 11.90%. EBIDTA for the year under review was RS, 10294.66 Lakhs, as against RS, 14639.48 Lakhs representing a decline of 29.68 %. The net profit for the year from continuing operations March 31, 2018 decreased from RS, 7720.60 Lakhs to RS, 4643.83 Lakhs, showing a decline of 39.85 %. The net profit for the year after discontinuing operations March 31, 2018 decreased from RS, 7025.51 Lakhs to RS, 4213.86 Lakhs, showing a decline of 40.02%.The decreased bottom line translated into decline earnings per share from RS, 22.66 in 2016-17 to RS, 13.59 in 2017-18 on a consolidated basis.

Subsiidary Company

PESL

Wholly owned subsidiary, Pokarna Engineered Stone Limited (PESL), to embark on a greenfield project to expand production capacity by 130%. The company completes purchase of 39 acres of land for proposed greenfield project. Land is strategically situated at 25 kms from the Rajiv Gandhi International airport, also at close proximity to inland container depot, Hyderabad and well connected by roads to key domestic ports.

Dividend

The Directors are pleased to recommend the dividend of RS, 0.60 per equity share for the Financial Year ended March 31, 2018. The dividend is subject to the approval of the Members at the Annual General Meeting (“AGM”) scheduled on 14 September, 2018. The total dividend payout works out to 15.15% (Financial Year 2016-17: 15%) of the net profit for the standalone results.

The Register of Members and Share Transfer Books will remain closed from September 08, 2018 to September 14, 2018 (Both days inclusive) for the purpose of payment of the dividend for the Financial Year ended March 31, 2018 and the AGM.

Transfer to Reserves

At standalone level no amount is proposed for transfer to the general reserve and an amount of RS, 1002.81 Lakhs after dividend and tax on dividend RS, 223.89 Lakhs is proposed to be retained in the profit and loss account. At consolidated level an amount of RS, 4122.72 Lakhs is proposed to be retained in P&L account after transfer from Debenture Redemption reserve RS, 132.75 Lakhs and dividend and tax on dividend RS, 223.89 Lakhs.

Overview and the State of the Company Affairs

During the financial year under review, on a standalone basis, the Company achieved revenue of RS, 14967.92 Lakhs as against RS, 15374.81 Lakhs in the previous year, thereby registering a decline of 2.65%. EBIDTA for the year under review was RS, 3850.19 Lakhs, as against RS, 4182.73 Lakhs representing a decline of 7.95%. The

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 2017-18. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

- that they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations 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 at the end of financial year and of the profit of the Company for that period;

- they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis;

- they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

- a proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Subsidiaries, Associates and Joint Venture Companies

Pursuant to AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial information of Pokarna Engineered Stone Limited (“PESL”), the wholly owned subsidiary company. The Company had no joint venture or associate during the financial year 2017-18.

As per the requirement of 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 financial statements of the Company. The Audited Accounts of the subsidiary companies will be available on the website of the Company - www.pokarna.com. The financial performance of PESL is given below:

During the financial year under review, Pokarna Engineered Stone Limited achieved revenue of 18505.55 Lakhs as against 22617.33 Lakhs in the previous year, thereby registering a decline of 18.18%. EBIDTA for the year under review was 6434.56 Lakhs as against 10449.38 Lakhs in the previous year, representing a decline of 38.42%. The net profit for the year March 31, 2018 decrease from 5783.85 Lakhs to 2987.16 Lakhs, showing a decline of 48.35%.

Consolidated Financial Statement

In accordance with the Act, read with the Companies (Accounts) Rules, 2014 and Accounting Standard (AS)-21 on Consolidated Financial Statements, the Audited Consolidated Financial Statement is provided in the Annual Report.

Corporate Governance

The Directors reaffirm their commitment to good corporate governance practices. During the year under review, the Company was in compliance with the provisions relating to corporate governance as provided under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”). The compliance report is provided in the Corporate Governance section of this Annual Report. The auditor’s certificate on compliance with the conditions of corporate governance of the Listing Regulations is given in Annexure to this Report.

The Managing Director and Chief Financial Officer of the Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Report.

Management Discussion & Analysis Report

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

Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2018.

Corporate Social Responsibility

The Company is a caring corporate citizen and lays significant emphasis on the development of the host communities around which it operates. The Company, with this intent, has identified projects relating to Health Care, Sanitation, Rural development and Education during the year and initiated various activities in neighboring villages around its plant location. The Corporate Social Responsibility Policy is available on your Company’s website, http://www.pokarna.com/wp-content/uploads/2016/04/CSR-Policy.pdf

The Annual Report on CSR activities is given in Annexure II to this Report

At the end of the year, there is an unspent CSR amount of H 97,18,889 Company proposes to accumulate the CSR funds, in order to take up the large projects, which would benefit the public at large.

Directors and Key Managerial Personnel

a. Director(s) retire by rotation

In accordance with provisions of section 152 of the Companies Act, and Articles of Association of the Company Mr. Rahul Jain, director (DIN:00576447) at the forthcoming annual general meeting of the Company and being eligible, offer himself for re-appointment

b. Key Managerial Personnel

In terms of section 203 of the Companies Act,2013 the following are the Key Managerial Personnel of the Company

i. Mr.Gautam Chand Jain ,Chairman & Managing director

ii. Mr . Rahul Jain, Managing Director

iii. Mr. M. Vishwanath Reddy . Chief financial officer

iv. *Mr. Vinay Paruchuru , Company Secretary upto:06-12-

2017.

*During the year under review Mr. Vinay Paruchuru Company secretary has resigned w.e.f 06-12-2017 and the Company has appointed Mr. Mahesh Inani as Company Secretary ( w.e.f 28 05-2018).

During the financial year 2017-18, Mr. Gautam Chand Jain, Chairman & Managing Director has received the following commission or remuneration from the subsidiary Company, Pokarna Engineered Stone Limited, in his capacity as the Managing Director of Subsidiary:

Mr. Rahul Jain, Managing Director and Mrs. Apurva Jain, Executive Director have not received any commission or remuneration from the Subsidiary Company, during the year under review.

c. Independent directors

In terms of sections 149, 152, Schedule IV and all other applicable provisions of the Companies Act,read with Companies (Appointment and Qualification of directors) Rules,2014 (Including any statutory modification(s) or reenactment thereof for the time being in force), the independent Director can hold office for a term of up to five (5) consecutive years on the board of directors of the Company and shall not liable to retire by rotation

All independent directors have given declaration that they meet the criteria of independence laid down under section 149(8) of the Act read with regulation 16(b) 0f SEBI (LODR) Regulations,2015

D 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 performance and role of the Board / Committees were also discussed at the Board Meeting.

Committees of The Board Audit Committee

The Audit Committee comprises of Mr. Meka Yugandhar, Mr. Thati Venkataswamy Chowdary, Mr. Vinayak Rao Juvvadi and Mr. Mahender Chand, all Independent Directors. Further, details relating to the Audit Committee are provided in the Corporate Governance Report forming part of this Annual Report.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee(“NRC”) comprises of Mr. Meka Yugandhar, Mr. Thati Venkataswamy Chowdary, Mr. Mahender Chand, Independent Directors and Mr. Prakash Chand Jain, Non-Executive Director. Further, details relating to the NRC are provided in the Corporate Governance Report forming part of this Annual Report.

Stakeholder Relationship Committee

The Stakeholder Relationship Committee (“SRC”) comprises of Mr. Meka Yugandhar, Mr. Thati Venkataswamy Chowdary, Independent Directors and Mr. Rahul Jain, Managing Director. Further, details relating to the SRC are provided in the Corporate Governance Report forming part of this Annual Report.

S. No.	Particulars	Amount (RS, )
1.	Salary	12000000
2.	Perquisites	1110973
3.	Commission	5000000
4.	Total	18110973

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee(“CSRC”) comprises of Mr. Meka Yugandhar, Mr. Vinayak Rao Juvvadi, Independent Directors, and Mr. Gautam Chand Jain, Chairman and Managing Director. Further, details relating to the CSRC are provided in the Corporate Governance Report forming part of this Annual Report.

Loans Committee:

The Loans Committee (“LC”) comprises of Mr. Meka Yugandhar, Independent Director, Mr. Gautam Chand Jain, Chairman and Managing Director and Mr. Prakash Chand Jain, Non-executive Director. Further, details relating to the LC are provided in the Corporate Governance Report forming part of this Annual Report.

Risk Management Policy

In terms of provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has framed and put in place a Risk Management policy to mitigate the risks, both internal and external, which the Company is exposed to. The risk management policy of the Company is uploaded on the website of the Company i.e.http://www.pokarna.com/wp-content/uploads/2014/07/Risk-Management-Policy.pdf

Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating controls and compliance with the Corporate Policies. The Company manages, monitors and reports on the principal risks and uncertainties that can impact the ability to achieve the objectives. This is an ongoing process to track the evaluation of risks and delivery of mitigating action plans.

There is no identification of risks which in the opinion of the Board may threaten the existence of the Company.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm’s length basis and there are no material related party transactions as per the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Transactions entered into pursuant to omnibus approval are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company http://www.pokarna.com/wp-content/uploads/2016/04/RPT-policy.pdf

Internal Financial Controls

The Board of Directors “Board” has devised systems, policies and procedures / frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company’s policies and standard operating procedures, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

The Company’s internal financial control system comprises in-house Internal Audit Division, supplemented by internal audit checks from M. Murali Jaganmohan, Chartered Accountant, the Internal Auditors. The Company’s system of internal audit includes: covering quarterly verification of inventory, a monthly review of accounts and a quarterly review of critical business processes. The Internal Auditors also concurrently audit the majority of the transactions in value terms.

The Company developed web based comprehensive legal compliance tool that tracks compliances across factories, mines and other places of business. This tool drills down from the CMD to the executive level person who is responsible for compliance.

Due to the limitations, inherent in any risk management system, the process for identifying, evaluating, and managing the material business risks is designed to manage, rather than eliminate risk. Besides it is created to provide reasonably, but not absolute assurance against material misstatement or loss.

Since the Company has strong internal control systems which get further accentuated by review of SEBI Regulations, Companies Act, 2013, the CMD and CFO give their recommendation for strong internal financial control to the Board.

Based on the information provided, nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred 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 its internal financial controls.

There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their objectives. Moreover, in the design and evaluation of the Company’s disclosure controls and procedures, the management was required to apply its judgment in evaluating the cost—benefit relationship of possible controls and procedures.

Audit and Audit Reports Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014,

M/s. K. C. Bhattacharjee & Paul Chartered Accountants ( Reg. No. 303026E), the Statutory Auditors of the Company, hold office up to the conclusion of the ensuing AGM are eligible for re-appointment.

The consent of the M/s. K. C. Bhattacharjee & Paul Chartered Accountants and certificate u/s 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, would be in accordance with the prescribed conditions and that they are eligible to hold the office of the Auditors of the Company.

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, your Board has appointed M/s. DZR & Co., Cost Accountants, Cost Accountants, Hyderabad, as the Cost Auditors to conduct the cost audit of the quarrying operations of the Company for the financial year 2018-19 at a remuneration as mentioned in the Notice convening the AGM.

Secretarial Auditors

During the year, Secretarial Audit was carried out by Mr. K. V. Chalamareddy Practicing Company Secretary, the Secretarial Auditor of the Company for the financial year 2017-18. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit is appended as an Annexure IV to this Report.

Disclosures

Vigil Mechanism / Whistleblower Policy

Your Company has established a robust Vigil Mechanism for reporting of 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. The details of the Vigil Mechanism is also provided in the Corporate Governance Report and the Whistleblower Policy has been uploaded on the website of the Company http://www.pokarna.com/wp-content/ uploads/2014/07/Whistle-Blower-Policy.pdf

Meetings of the Board

The Board of Directors of your Company met Five times during the year to deliberate on various matters. The meetings were held on May 08, 2017, August 03, 2017, September 14, 2017, December

06, 2017 and February 02, 2018. 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

Details of loans given, investments made, guarantees given and securities provided and investments covered under the provisions of Section 186 of the Act are covered under notes to financial statements

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 ‘V’ to this Report.

Extract of Annual Return

The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is given in Annexure ‘I’ to this report.

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 Statement Relates and the Date of the Report

Except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and the date of this Report.

Particulars of Employees

None of the employees of the company was in receipt of remuneration in excess of limits prescribed under Rule 5(2) read with Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Disclosure required under Section 197(12) of Companies Act

2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure ‘III’ to this Report.

Prevention of Sexual Harassment at Workplace

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

Deposits

During the year under review, the Company has not accepted or renewed any amount falling within the purview of 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 which are not in compliance with Chapter V of the Act is not applicable.

Human Resources

Your Company believes that Human Resources will play a significant role in its future growth. With an unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences, communication channels for information sharing to name a few.

General

The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, CSR Policy and Whistleblower Policy. These policies are available on the website of the Company at www.pokarna.com.

As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

Acknowledgment

Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to attain this position. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Suppliers, Distributors, Business partners and others associated with the Company. It will be the Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with client interests.

The Directors also take this opportunity to thank all Investors, Customers, Vendors, Banks, Government and Regulatory Authorities and Stock Exchange, for their continued support.

For and on behalf of the Board

Sd/-

Gautam Chand Jain

Date :May, 28 2018 Chairman & Managing Director

Place: Secunderabad (DIN: 00004775)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 23rd Annual report together with the audited accounts of your company for the financial year ended 31st March, 2014. The summarized consolidated and standalone financial performance of your company is as under;

(Amount Rs. in Lacs) SUMMARY OF THE FINANCIAL RESULTS

Standalone Particulars 2013- 14 2012-13

Total income 17049.25 16022.87

Less-expenditure 16325.25 15508.99

Profit/(Loss) Before tax and extra- 724.00 513.88

ordinary items

Total tax expenses 236.13 149.37

Extra-ordinary item (refer note. 2.23 - - in consolidated financial statements).

Profit after tax and Extra-ordinary 487.87 364.51 item

Balance of Profit & Loss account, 2877.12 888.14 brought forward.

Amount transferred from FCCB 3035.26 1624.47 redemption Reserve

Amount transferred to General 36.60 - Reserve

Proposed dividend (including tax) 145.10 -

Balance carried to balance sheet 6218.55 2877.12

Particulars Consolidated 2013- 14 2012-13

Total Income 23170.70 20867.02

Less-Expenditure 23643.50 22540.68

Profit/Loss Before Tax and extra (472.80) (1673.66) Ordinary items

Total tax Expenses (892.89) 149.37

Extra ordinary item (refer note 2.23 747.63 1158.75 in consolidated financial statements).

Profit after tax and extra oridnary 1167.72 (664.28) Item

Balance of Profit &Loss account, (4613.58) (5573.77) brought forward.

Amount transferred from FCCB 3035.26 1624.47 redemption Reserve

Amount Transferred to General Reserve 36.60 -

Proposed dividend (including tax) 145.10 -

Balance carried to blance sheet (592.30) (4613.58)

BUSINESS REVIEW

In the Granite Division, during the year 2013-14 your Company has achieved revenues ofRs. 1,549 million and PBIT of Rs. 295 million registering a growth of 10% and 24% respectively. Domestic Export mix stood at Rs. 482 million & Rs. 1067 million respectively with major export contribution coming from USA i.e., Rs. 494 million, contributing 46% to export revenues. During the year 2013-14 your Company executed various projects including supplies to Reliance ADAG Head Quarters - Mumbai, Rajiv Gandhi International Airport - Hyderabad, IREO — Gurgaon, Prestige — Hyderabad, Bengaluru, Chennai, One Market - USA, Barwa Financial District - Qatar, U.S. Consulate - Indonesia.

PESL has achieved revenues ofRs. 615 million and PBIT ofRs. 98 million. Domestic Export mix stood at Rs. 37 million & Rs. 578 million respectively with major export contribution from USA i.e., Rs.440 million contributing 76% to export revenues. During the year 2013 -14 PESL supplied quartz to various projects including Mumbai International Airport (T2), Continental Hospitals - Hyderabad, Dew Flower, Sobha Developers - Bengaluru, Arlington Downs — USA, Marriott Irvine - USA, Amli Ballard - USA, Amway Specialty Suites — USA.

During the year, Apparel Division of the Company achieved revenues ofRs.143 million and PBIT ofRs. (118) million. Entire revenue during the year was achieved from the domestic market.

In granite business, your Company is one of the leading manufacturers & providers of choicest and exclusive range of Indian & Imported granites. Your Company has developed long-term relationships with several niche customers in India & abroad. Over the years, your Company has evolved in response to changing customer demands and aspirations. Aggressive marketing and rational utilization of resources has helped granite division of your Company record improved results for the year under review. In line with outlook for the sector, your company is contemplating undertaking an expansion programme in its granite processing facilities and quarries.The feasibility study for the same is under progress.

Your Company is well known in the trade for prospecting, discovering and mining granite. Your Company has over two decades of experience in scientific and sustainable mining, mine planning and development Your Company-owned and/or operated mines have since its inception, met substantial raw material needs of the Company''s granite processing facilities. Currently, Your Company owns and/or operates granite mines in the States of Telangana, Andhra Pradesh and Tamilnadu.Your Company''s long-term strategy is to have greater control over raw material resources (granite blocks) and to achieve this, your Company has also made several applications for grant of new mining lease(s) in different states.

Apparel business of Your Company continues to be under pressure. In line with the performance and near term outlook, your Company has moderated its Stanza retail stores roll-out plan. Some of the Stanza stores have also been resized with intent to improve store productivity, efficiency and reducing store operation costs. At locations that weren''t performing up to the mark, your company has decided to rationalise spaces by reducing the area or full closure of stores.

Going forward, we will continue to focus on long term value creation in the businesses we know and understand better. In Granite and Quartz, though pleased with our progress, we know there remains abundant opportunity to expand our national and international presence, while continuing to enhance our offering and achieve higher levels of productivity in our operations. It remained a challenging year for your Company''s Apparel business, which suffered from sluggish demand and lower capacity utilization. In essence, the Company''s growth in short to medium term will be driven by the Granite business and subsidiary''s Quartz business will become a key contributor to earnings in future.

SUBSIDIARY & CFS

In view of the general exemption granted by the Ministry of Corporate Affairs in 2011, the annual accounts of the subsidiary of the Company for the financial year ended 31 March, 2014 are not being attached with this Annual Report of the Company and certain financial highlights of the subsidiary are disclosed in the Annual Report, as part of the Consolidated financial statements. The audited Annual Accounts and related information of the subsidiary will be made available, upon request by any shareholder of the Company, for inspection at the registered office.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB''s)

Provision has been retained towards premium payable on redemption of FCCB''s which were matured on 29.03.2012 as per the subsisting terms and conditions. As on date bonds have been redeemed to the extent of 9539 bonds as per the negotiated terms with the said bond holders.The gain / benefit, cost, charges including foreign exchange gain / loss at the close of the year are transferred to Pokarna Engineered Stone Limited (subsidiary) as per the Scheme of Arrangement sanctioned by Hon''ble Andhra Pradesh High Court and agreement thereto.The corresponding receivable arising thereof is disclosed under the head''Loans and Advances to Subsidiary''. The Company expects no further liability other than provided for in the books.

DIVIDEND

Looking into the improved financial performance, the Board of Directors is pleased to recommend dividend of Rs. 2.00 per equity share ofRs. 10 (20%) for the year ended 31.3.2014. The dividend payout for the year under review, inclusive ofTax on Dividend distribution, is Rs. 145.10 Lacs, resulting in a pay-out of 29.74% of the profits of the Company on a stand-alone basis.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, your directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- such accounting policies have been selected 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 and of the profit of the company for that period;

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts are prepared on a going concern basis.

AUDIT COMMITTEE

In terms of the requirement of clause 49 of the listing agreement with the Bombay Stock Exchange and Section 292A of the Companies Act, 1956 and Section 177 of the Companies Act, 2013, your company has constituted Audit committee.The composition of the committee & other details are given in the corporate governance report which forms part of this annual report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of corporate governance. As required under Clause 49 of the listing agreement with the Stock exchange, a report on corporate governance as well as Auditors certificate on the compliance of conditions on corporate governance are annexed and form part of this annual report.

All board members and senior management personnel have affirmed compliance with the Code of conduct for the year 2013-14. A declaration to this effect signed by the Chairman & Managing Director of your company is annexed to this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

''Management''s Discussion and Analysis Report'' is provided in a separate Section and forms part of this annual report.

AUDITORS

Statutory Auditors

The Statutory Auditors of the Company, M/s. S. Daga & Co., Chartered Accountants ( Reg. No. 000669S), retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment as per the provisions of the Companies Act, 2013. The Audit Committee and the Board of Directors of the Company recommend the reappointment of S. Daga & Co., Chartered Accountants, as Statutory Auditors of the Company.

The Board has duly reviewed the Statutory Auditors Report on the Accounts.The Auditors without qualifying the report have made some observations, such observations are self explanatory and therefore do not call for any further comments or further explanation by the Board.

Cost Auditors

In terms of Cost Audit Orders issued by Ministry of Corporate Affairs in 2012, M/s. DZR & Co., Cost Accountants were appointed as Cost Auditors of the Company for conducting cost audit of Apparel Division of the Company for the financial year 2013 -14, the Cost Auditor Report for the financial year 2013 — 14 has been submitted to the Board on 09th August, 2014.

The due date for filing of the Cost Audit Report with the Ministry of corporate affairs, for the financial year 2013-14 is 27th September 2014 (as per Rules, report need to be filed within 180 days from the date of closing of respective financial year). Company will ensure that the said report will be filed within due date.

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013 and rules made there under ("the Act"), a Corporate Social Responsibility ("CSR") Committee has been formed by the Board of Directors, Mr. Gautam Chand Jain, Mr. Meka Yugandhar and Mr.Vinayak Rao Juwadi are the members of the CSR Committee.Your Company has identified Health, Sanitation, Education and Environment as thrust areas for CSR activities.

DIRECTORS

Ms.ApurvaJain has been appointed as the Additional Director (whole time) of the Company with effect from August 9th, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting, The Company has received requisite notice in writing from a member proposing Ms.ApurvaJain for appointment as a Whole time Director.

In accordance with the provisions of the Companies Act, 2013 Mr. Rahul Jain, Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. Board of Directors recommends his re-appointment.

Further the Board of Directors recommends the re-appointment of all the existing Independent Directors of the Company for a futher period from 15th September, 2014 to 31" March, 2019 pursuant to Section 149 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date during the year under report.

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

Disclosure under "Form A" pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are applicable to the Apparel division of the company, hence the information pertaining to that division is provided below:

A.Power & Fuel Consumption 2013-14 2012-13

1. Electricity

a) Purchased power

Units 269106 303188

Total amount (In Rupees) 2950193 2362806

Rate per unit (In Rupees) 10.96 7.79

b) Own Generation Through Diesel Generator

Litres of Diesel utilized 3000 15670

Total cost of Diesel utilized (In Rupees) 171446 759513

Units per litre generated 3.69 3.69

Cost Per unit 15.49 13.12

B. Consumption per unit of production (i.e one shirt / one trouser). 2013-14 2012-13

Electricity (in number of units) 3.51 2.82

Note: During the year under review FSA charges ofRs. 5,27,532, have been levied, on the apparel division of the Company.

FORMB

(Disclosure of particulars with respect to technology absorption) RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R&D carried out by the company — Not applicable having regard to the nature of the industry.

2. Benefits derived as a result of the above R&D — Not applicable.

3. Future plan of action — Not applicable.

4. Expenditure on R & D: Nil

Company maintains a high level of information flow with various companies. Through visits of executives to developed countries, your company keeps abreast with the advanced technological developments and through specific program, introduces, adopts and implements them. This has resulted in higher production, accuracy and perfection in excavation of rough granite blocks, processing of random granite slabs, tiles and manufacturing of apparel.

Your company generally exports granite to countries like Algeria, Australia, Bangladesh, Belgium, Canada, China, Colombia, Croatia, Finland, Germany, Hong Kong, Ireland, Italy, Jamacia, Jordan, Libya, Netherlands, New Zealand, Norway, Poland, Qatar, Russia, Slovenia, Switzerland, UK, USA andVietnam.

Your company is continuously exploring possibilities of exporting new markets.

During the year under review, the total standalone foreign exchange earnings was Rs. 10581.42 Lacs and expenditure of your company was Rs. 2187.82 Lacs.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the support, trust and co operation received from the banks, Government authorities, customers, suppliers, shareholders and other stakeholders during the year under review.The Board is also very thankful to the holders of Foreign Currency Convertible Bonds for their support.

Your Directors acknowledge with gratitude the commitment and dedication of the employees at all levels, which has contributed to the growth and success of the company.

Your Directors look forward to the continued support from all of you in the years to come.

For and on behalf of the Board

Place : Aliabad Gautam Chand Jain Date : 09th August, 2014 Chairman & Managing Director (DIN: 00004775)

Registered Office: 105, First Floor, Surya Towers, S. P. Road, Secunderabad- 500 003. CIN: L14102TG1991PLC013299 Tel: [phone] Fax:[phone] Email: [e-mail] Website: www.pokarna.com

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the 22nd Annual report together with the audited accounts of your company for the f nancial year ended 31st March, 2013. The summarized consolidated and standalone f nancial performance of your company is as under;

(Amount in Lacs) Standalone Consolidated Particulars 2012-2013 2011-2012 2012-2013 2011-2012

Total income 16022.87 14294.12 20867.02 18433.01

Less-expenditure 15508.99 14144.18 22540.68 21477.86

Prof t/(Loss) Before tax and 513.88 149.94 (1673.66) (3044.85)

Extra-ordinary items

Total tax expenses 149.37 48.74 149.37 48.80

Extra-ordinary item (refer note. 2.23 Nil Nil 1158.75 Nil in consolidated financial statements).

Profit after tax and 364.51 101.20 (664.28) (3093.65)

Extra-ordinary item

Balance of Profit brought forward. 888.14 2630.51 (5573.77) (636.55)

Appropriation

FCCB redemption reserve (1624.47) 1843.57 (1624.47) 1843.57

Balance carried to balance sheet 2877.12 888.14 (4613.58) (5573.77)

The company performed reasonably well during the financial year 2012-13. The highlights of the f nancial (standalone) performance is as follows:

- The total income for the f nancial year 2012 - 2013 stood at Rs. 16022.87 Lacs as compared to previous year''s total income ofRs. 14294.12 Lacs registering a growth of 12.09%.

- Net Prof ts for the f nancial year under report increased to Rs.364.51 Lacs as compared to Rs. 101.20 Lacs in the previous year, registering a growth of 260%.

- The Apparel division of your company continued to suf er another rough year, while the Granite division has demonstrated much improved results for the year.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the General Circular no. 2/ 2011 issued by the Ministry of Corporate Af airs, Government of India, the provisions of Section 212 of the Companies Act, 1956, shall not apply in relation to Pokarna Engineered Stone Limited, wholly owned subsidiary company , in view of your company meeting to all the requirements mentioned in the said circular. The consolidated f nancial statements of the holding and the subsidiary companies have been prepared in strict compliance with applicable accounting standards and the Listing Agreement, which are duly audited by the statutory auditors and form part of this annual report. The audited annual accounts and related detailed information of Pokarna Engineered Stone Limited, wholly owned subsidiary company, shall be made available at any point of time to the shareholders of the company, on request. Further, your company shall furnish hard copies of the details of the accounts of Pokarna Engineered Stone Limited as and when requested. The audited annual accounts shall be kept open at the registered of ce of both companies for inspection by any shareholder of either company.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB''s):

During the year under review and during period from 01st April 2013 to till the date of this report, company had redeemed 9539 units of FCCB''s having face value of USD 1000 each at a price of USD 8.244 million. As on the date of this report, 2461 bonds having face value of USD 1000 each are due for redemption.

AUDITORS OBSERVATIONS

The Auditors without qualifying the report have made some observations, such observations are self explanatory and therefore do not call for any further comments or further explanation.

DIVIDEND

The Board of directors of your company has decided not to recommend dividend for the f nancial year 2012 -2013, with a view to conserve the resources.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, your directors conf rm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- such accounting policies have been selected 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 af airs of the company at the end of the f nancial year and of the prof t of the company for that period;

- proper and suf cient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts are prepared on a going concern basis.

AUDIT COMMITTEE

In terms of the requirement of clause 49 of the Listing Agreement with the Bombay Stock Exchange and Section 292A of the Companies Act, 1956, your company has constituted Audit Committee. The composition of the committee & other details are given in the Corporate Governance Report which forms part of this annual report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of corporate governance. as required under clause 49 of the Listing Agreement with the Stock exchange, a report on corporate governance as well as auditors certif cate on the compliance of conditions on corporate governance are annexed and form part of this annual report. With a view to strengthen the corporate governance framework, the Ministry of Corporate Af airs has issued a set of voluntary Guidelines in December 2009 for adoption by companies. Your company is already complying with various requirements of the Guidelines and further, will review its corporate governance parameters in the context of the recommendations under the Guidelines for appropriate action.

All board members and senior management personnel have af rmed compliance with the Code of conduct for the year 2012-13. A declaration to this ef ect signed by the Chairman & Managing Director (CEO) of your company is annexed to this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section titled ''Management''s Discussion and Analysis Report'' forms part of this Annual Report.

AUDITORS

Statutory auditors

M/s. S. Daga & Co., Chartered accountants (Reg. 000669S), who are the statutory auditors of the company hold of ce until the ensuing annual general meeting. It is proposed to re-appoint them to audit the accounts of the company for the f nancial year 2013-14. As required under the provisions of Section 224 of the Companies Act, 1956, your company has obtained a written certif cate from M/s. S. Daga & Co., Chartered accountants to the ef ect that their re-appointment, if made, would be in conformity with the limits specif ed in the said section.

Members are requested to reappoint auditors for the period from the conclusion of the ensuing annual general meeting till the conclusion of the next annual general meeting and authorize Board to f x their remuneration.

Cost auditors

In pursuance to Central Government Order no. 52/26/CAB – 2010 dated 24th January 2012 read with the provisions of Section 233B of the Companies Act, 1956, your company has appointed M/s DZR & Co, Cost accountants, Hyderabad, as cost auditors of your company to conduct cost audit of the cost accounting records of Apparel division of your company for the f nancial year 2013 - 2014. As required under the provisions of Section 224 of the Companies Act, 1956, your company has obtained a written certif cate from M/s DZR & Co, Cost Accountants to the ef ect that their appointment was in conformity with the limits specif ed in the said section.

The due date for f ling of the cost audit report with the Ministry of corporate af airs, for the f nancial year 2012-13 is 27th September 2013 (as per rule cost audit report need to be f led within 180 days from the date of closing of respective f nancial year). Company will ensure that the said report will be f led within due date.

DIRECTORS

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 Mr. Meka Yugandhar, Mr. Thati Venkataswamy Chowdary, Mr. Dhanji Lakhamshi Sawla & Mr. Mahender Chand Chordia, Directors of your company, shall retire at the ensuing Annual General meeting and being eligible, of er themselves for re-appointment. Previous term of Mr. Gautam Chand Jain, Chairman & Managing Director of your company expired on 30th June, 2013, he has been reappointed as Chairman & Managing Director by the Board of directors in the Board meeting held on 22nd May 2013, for a further period of 5 years with ef ect from 01st July 2013, subject to the ratif cation of his reappointment by the shareholders .Board recommends the reappointment of aforementioned Directors.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date during the year under report.

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

Disclosure under "Form A" pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are applicable to the Apparel division of the company, hence the information pertaining to that division is provided below:

FORM B

(Disclosure of particulars with respect to technology absorption)

RESEARCH AND DEVELOPMENT (R & D)

1. Specific areas in which R & D carried out by the company — Not applicable having regard to the nature of the industry.

2. Benefits derived as a result of the above R&D — Not applicable.

3. Future plan of action — Not applicable.

4. Expenditure on R & D: Nil

Company maintains a high level of information flow with various companies. Through visits of executives to developed countries, your company keeps abreast with the advanced technological developments and through specific program, introduces, adopts and implements them. This has resulted in higher production, accuracy and perfection in excavation of rough granite blocks, processing of random granite slabs, tiles and manufacturing of apparel.

Your company generally exports granite to countries like Austria, Barbados, Bangladesh, Belgium, Bermuda, Brazil, Canada, China, Croatia, Finland, France, Germany, Hong Kong, Indonesia, Italy, Jamaica, Jordan, Libya, Malaysia, Mexico, Netherlands, New Zealand, Norway, Panama, Poland, Russia, Saudi Arabia, Spain, Switzerland, Taiwan, UK, USA and Venezuela.

Your company is continuously exploring possibilities of exporting new markets.

During the year under review, the total standalone foreign exchange earnings was Rs.. 9259 Lacs and expenditure of your company was Rs.. 1570 Lacs.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the support, trust and co operation received from the banks, Government authorities, customers, suppliers, shareholders and other stakeholders during the year under review. The Board is also very thankful to the holders of Foreign Currency Convertible Bonds for their support.

Your Directors acknowledge with gratitude the commitment and dedication of the employees at all levels, which has contributed to the growth and success of the company.

Your Directors look forward to the continued support from all of you in the years to come.

For and on behalf of the Board

Place : Secunderabad Gautam Chand Jain

Date : 14.08.2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present the Twenty-first Annual Report and the audited annual accounts of your company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

(Rupees in Lacs)

Standalone Consolidated

Particulars 2011-2012 2010-2011 2011-2012 2010-2011

Total Income 14294.12 13702.67 18433.01 16842.21

Less-Expenditure 14144.18 13597.51 21477.86 19018.60

Profit/(Loss) Before Tax 149.94 105.16 (3044.85) (2176.39)

Provision for Taxation 48.74 (23.28) 48.80 (23.28)

Net Balance of Profit 101.20 128.44 (3093.65) (2153.11)

Balance of Profit brought forward 2630.51 3538.29 (636.55) 2552.78

Appropriation

FCCBs Redemption Reserve 1843.57 1036.22 1843.57 1036.22

Balance Carried to Balance Sheet 888.14 2630.51 (5573.77) (636.55)

The total income of your company for the financial year 2011 — 2012 stood at Rs.14294.12 Lacs as compared to previous year's total income of Rs.13702.67 Lacs registering a marginal growth of 4.32 percent. However, the Net Profits for the financial year under report dipped to Rs.101.20 Lacs as compared to Rs. 128.44 Lacs in the previous year. The Granite division of your company continued to suffer on account of the prevailing recession while the textile and apparel industry continued to undergo another rough year with increasing cost of raw materials. The bottom-line of this business division of your company continued to be severely affected due to lower capacity utilisation at manufacturing, price rationalization and higher discounting at the apparel retailing.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the General Circular no. 2/ 2011 issued by the Ministry of Corporate Affairs, Government of India, the provisions of Section 212 of the Companies Act, 1956, shall not apply in relation to Pokarna Engineered Stone Limited, wholly owned subsidiary company, in view of your company meeting to all the requirements mentioned in the said circular. The consolidated financial statements of the holding and the subsidiary companies have been prepared in strict compliance with applicable Accounting Standards and the Listing Agreement, which are duly audited by the statutory auditors and form part of this Annual Report. The audited annual accounts and related detailed information of Pokarna Engineered Stone Limited, wholly owned subsidiary company, shall be made available at any point of time to the shareholders of the company, on request,. Further, your company shall furnish hard copies of the details of the accounts of Pokarna Engineered Stone Limited as and when requested. The audited annual accounts shall be kept open at the head offices (i.e. Registered offices) of both companies for inspection by any shareholder of either companies.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

The FCCBs have become due for redemption on 29th March, 2012 and thus, the redemption premium of Rs. 2731.14 Lacs has become payable along with principal amount of Rs. 6138.78 Lacs. However, the FCCBs have not been redeemed by the company on the due date due to financial constraints. The management is in constant discussion with the FCCB Holders for restructuring of the FCCBs and they were offered various options. However, the negotiation has not yielded any result as on the date of the report. The company has provided for these liabilities in its Books of account. Further, due to the redemption default, there will be a default interest payable on the overdue sum at the rate of 7.5 percent per annum from the due date of redemption. No provision for default interest has been made in the Books of account.

AUDITORS' OBSERVATIONS

The Auditors without qualifying their report have made certain observations. Such observations are self explanatory and therefore, do not call for any further comments or explanation.

DIVIDEND

The Board of Directors of your company has decided not to recommend dividend for the financial year 2011 -2012. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- such accounting policies have been selected 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 and of the profit of the company for that period;

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts are prepared on a going concern basis.

AUDIT COMMITTEE

In terms of the requirement of clause 49 of the Listing Agreement with the Bombay Stock Exchange and Section 292A of the Companies Act, 1956, your company has constituted Audit Committee. The composition of the committee & other details are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE GOVERNANCE

Your company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on Corporate Governance as well as Auditors Certificate on the compliance of conditions on Corporate Governance are annexed and form part of this Annual Report. With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set ofVoluntary Guidelines in December 2009 for adoption by companies.Your company is already complying with various requirements of the guidelines and further, will review its Corporate Governance parameters in the context of the recommendations under the Guidelines for appropriate action.

All board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2011-12. A declaration to this effect signed by the Chairman & Managing Director (CEO) of your company is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section titled 'Management's Discussion and Analysis Report' forms part of this Annual Report.

AUDITORS

M/s. S. Daga & Co., Chartered Accountants, who are the Statutory Auditors of the company hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them to audit the accounts of the company for the financial year 2012-13. As required under the provisions of Section 224 of the Companies Act, 1956, your company has obtained a written certificate from M/s. S. Daga & Co., Chartered Accountants to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

Members are requested to reappoint auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and authorize the Board to fix their remuneration.

DIRECTORS

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 Mr. Prakash Chand Jain & Mr. Vinayak Rao Juvvadi, Directors of your company, shall retire at the ensuing Annual General meeting and, being eligible, offer themselves for re-appointment. The term of Mr. Rahul Jain, Executive Director of your company expired on 30th July, 2012. His reappointment as Executive Director on the Board and the reappointment of the retiring Directors are proposed in the notice convening the Twenty First Annual General Meeting of the company.

PARTICULARS OF EMPLOYEES

None of the employees of the company was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date during the year under report.

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

Disclosure under "Form A" pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the company.

Company's quarrying operations, granite processing plants and apparel manufacturing plants are designed to achieve higher efficiency in utilizing energy. The key areas with regard to reduction of energy have been identified and necessary steps are taken to minimize the use and conservation of energy . Company has no specific research & development department.

FORM B

(Disclosure of particulars with respect to technology absorption)

Research and Development (R & D)

1. Specific areas in which R & D carried out by the company — Not applicable having regard to the nature of the industry.

2. Benefits derived as a result of the above R&D — Not applicable.

3. Future plan of action — Not applicable.

4. Expenditure on R & D:

(a) Capital - Nil

(b) Recurring - Nil

(c) Total - Nil

(d) Total R&D expenditure as a percentage of total turnover — Nil

Company maintains a high level of information flow with various companies. Through visits of executives to developed countries, your company keeps abreast with the advanced technological developments and, through specific programmes introduces, adopts and implements them. This has resulted in higher production, accuracy and perfection in excavation of rough granite blocks, processing of random granite slabs and tiles and manufacturing of apparel.

Your company generally exports granite to countries like Australia, Belgium, Canada, China, Croatia, France, Germany, Greece, Hong Kong, Israel, Italy Korea, Libya Mexico, Netherlands, Norway, Panama, Poland, Qatar, Russia, Saudi Arabia, Pain, St. Lucia, Switzerland, Turkey, Uganda, United Arab Emirates, United Kingdom, United States of America, Venezuela, Vietnam, Columbia, Slovenia.

Your company is continuously exploring possibilities of exporting new markets.

During the year under review, the total standalone foreign exchange earnings and expenditure of your company was Rs.8133.74 Lacs and Rs. 131.45 Lacs, respectively.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the support, trust and co-operation received from the banks, Government authorities, customers, suppliers, shareholders and other stakeholders during the year under review. The Board is also very thankful to the holders of Foreign Currency Convertible Bonds for their support.

Your Directors acknowledge with gratitude the commitment and dedication of the employees at all levels, which has contributed to the growth and success of the company.

Your Directors look forward to the continued support from all of you in the years to come.

For and on behalf of the Board

Place : Secunderabad Gautam Chand Jain

Date : 11th August, 2012 Chairman & Managing Director

---

Mar 31, 2011

Dear members,

The Directors have pleasure in presenting the Twentieth Annual Report together with the audited annual accounts of your Company and the Auditors' Report thereon for the financial year ended 31st March, 2011. The summarised consolidated and standalone financial performance of your Company is as under:

FINANCIAL RESULTS Rupees in Lakhs

Particulars Standalone 2010-2011 2009-2010

Total Income 13702.67 13561.58

Less-Expenditure 13597.51 13941.39

Profit / (Loss) Before Tax 105.16 (379.81)

Provision for Taxation (23.28) 2.35

Net Balance of Profit / (Loss) 128.44 (382.16)

Balance of Profit brought 3538.28 4723.77 forward

Appropriation

FCCB Redemption Reserve 1036.22 803.33

Balance Carried to Balance 2630.50 3538.28 Sheet

Rupees in Lakhs

Particulars Consolidated 2010-2011 2009-2010

Total Income 16842.20 14451.11

Less-Expenditure 19018.59 15822.19

Profit / (Loss) Before Tax (2176.39) (1371.08)

Provision for Taxation (23.28) 0.31 Net Balance of Profit / (Loss) (2153.11) (1371.39) Balance of Profit brought 2552.78 4727.50 forward

Appropriation

FCCB Redemption Reserve 1036.22 803.33

Balance Carried to Balance (636.55) 2552.78 Sheet

Your Board is pleased to report improved performance and profit for the financial year 2010 – 2011 compared to the loss in previous year. This was possible despite the persistence of recession and challenging conditions in the international market. Your Company achieved a turnover of Rs.13237.11 lakhs for the year under review compared to Rs.13197.19 lakhs in the previous year and net profit after tax of Rs.128.44 lakhs during 2010-11 when compared to loss of Rs.382.16 lakhs in 2009 - 2010. The year under review saw higher margins with improved bottom-line in comparison to the margins of the previous year and, therefore, your Company could report profit after tax. This was possible due to greater efficiency in managing every aspect of the business in the current competitive conditions. The granite business continued to suffer on account of the prevailing downturn and recession in the international market, more particularly, in U.S and European markets and hostile price trends. The top-line of the apparel division of your Company was affected with a dip in sales to Rs.1931.97 lakhs in the financial year 2010-11 from Rs.2920.33 lakhs in the previous financial year.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the General Circular no. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the provisions of Section 212 of the Companies Act, 1956, shall not apply in relation to Pokarna Engineered Stone Limited, wholly owned subsidiary company, in view of the Company meeting to all the requirements mentioned in the said circular. The consolidated financial statements of the holding and the subsidiary companies have been prepared in strict compliance with applicable Accounting Standards and the Listing Agreement which are duly audited by the statutory auditors and forms part of this Annual Report. The audited annual accounts and related detailed information of Pokarna Engineered Stone Limited, shall be made available at any point of time to the shareholders of the Company on request. Further, the Company shall also furnish hard copies of the details of the accounts of Pokarna Engineered Stone Limited as and when requested. The audited annual accounts shall be kept open at the head offices (i.e. registered offices) of both companies for inspection by any shareholder of either companies.

DIVIDEND

The Board of Directors of your Company has decided not to recommend dividend for the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- such accounting policies have been selected 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 and of the profit of the Company for that period;

- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

AUDIT COMMITTEE

In terms of the requirement of clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited and Section 292A of the Companies Act, 1956, your Company has constituted Audit Committee. The composition of the committee & other details are given in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. As required under Clause 49 of the Listing Agreement with the Stock Exchange, a Report on Corporate Governance as well as Auditors Certificate on the compliance of conditions on Corporate Governance are annexed and form part of this Annual Report. With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by companies. Your Company is already complying with various requirements of the guidelines and further, will review its Corporate Governance parameters in the context of the recommendations under the Guidelines for appropriate action.

All board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2010-11. A declaration to this effect signed by the Chairman & Managing Director (CEO) of the Company is annexed to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate section titled 'Management's Discussion and Analysis Report' forms part of this Annual Report.

AUDITORS

M/s. S. Daga & Co., Chartered Accountants, who are the Statutory Auditors of the Company hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them to audit the accounts of the Company for the Financial Year 2011-12. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certificate from M/s. S. Daga & Co., Chartered Accountants to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said section.

The members are requested to appoint auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and authorize Board of Directors to fix their remuneration.

DIRECTORS

In terms of the provisions of Sections 255 and 256 of the Companies Act, 1956 Mr. Meka Yugandhar, Mr. Thati V. Chowdary, Mr. Mahender Chand Chordia & Mr. Dhanji Lakhamsi Sawla, Directors of the Company, shall retire at the ensuing Annual General Meeting of the Company and, being eligible, offer themselves for re-appointment. Their re-appointment is proposed in the Notice convening the Twentieth Annual General Meeting of the Company. Mr. Siddharth Jain, Executive Director of the Company, has resigned from his office as Executive Director and Director of the Company effective from 8th August, 2011. The Board places on record its appreciation for the invaluable services rendered by him during his tenure.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date during the year under report.

PROMOTER GROUP

Pursuant to intimation from Jain Family Promoters of your Company, the names of Jain Family Promoters and Companies comprising the "group" as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1) (e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997:

1. Gautam Chand Jain & Family

2. Ashok Chand Jain & Family

3. Prakash Chand Jain & Family

4. Dilip Kumar Jain & Family

5. Raaj Kumar Jain & Family

6. Rahul Jain & Family

7. Siddharth Jain & Family

8. Neha Jain

9. Ekta Jain

10. Sneha Jain

11. Pokarna Fabrics Limited *

12. Pokarna Marketing Limited*

13. Pokarna Fashions Limited *

Family for this purpose includes spouse, dependent children and parents.

(* Company owned and controlled by the Jain Family. These companies are not Member(s) / Shareholders' of the Pokarna Limited or its Subsidiary.)

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

Disclosure under "Form A" pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Company's quarrying operations, granite processing plants and apparel manufacturing plants are designed to achieve higher efficiency in utilising energy. The key areas with regards to reduction of energy have been identified and necessary steps are taken to minimize the use of energy. The Company has no specific research & development department.

FORM B

(Disclosure of particulars with respect to Technology Absorption)

Research and development (R & D)

1. Specific areas in which R & D Not applicable having regard carried out by the company to the nature of the industry.

2. Benefits derived as a Not Applicable. result of the above R&D

3. Future plan of action Not Applicable.

4. Expenditure on R & D:

a) Capital – Nil

b) Recurring – Nil

c) Total – Nil

d) Total R&D expenditure as a percentage of total turnover – Nil

The Company maintains a high level of information flow with various companies. Through visits of executives to developed countries, your Company keeps abreast with the advanced technological developments and through specific programmes introduces, adopts and implements them. This has resulted in higher production, accuracy and perfection in excavation of rough granite blocks, processing of random granite slabs and tiles and manufacturing of apparel.

Your Company generally exports granite to countries like Australia, Belgium, Canada, China, Croatia, France, Germany, Greece, Hong Kong, Israel, Italy Korea, Libya Mexico, Netherlands, Norway, Panama, Poland, Qatar, Russia, Saudi Arabia, Spain, St. Lucia, Switzerland, Turkey, Uganda, United Arab Emirates, United Kingdom, United States of America, Venezuela, Vietnam, Columbia, Slovenia.

Your Company is continuously exploring possibilities of exporting to new markets.

During the year under review, the total standalone foreign exchange earnings and expenditure of your Company was Rs.8362 lakhs and Rs.216 lakhs, respectively.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from the Banks, Government Authorities, Customers, Suppliers, Shareholders and other Stakeholders during the year under report. The Board is also thankful to the holders of Foreign Currency Convertible Bonds for their support.

Your Directors acknowledge with gratitude the commitment and dedication of the employees at all levels, which has contributed to the growth and success of the Company.

The Directors take the opportunity to record their appreciation for those who have contributed to the success of the Company and look forward to their continued support in the years to come.

For and on behalf of the Board of Directors

Gautam Chand Jain

Chairman & Managing Director

Place : Secunderabad Date : 8th August, 2011

---

Mar 31, 2010

The Directors are pleased to present the 19th Annual Report together with the Audited Accounts of Your Company for the fnancial year ended 31st March, 2010. The summarised consolidated and standalone fnancial performance of Your Company is as under:

FINANCIAL RESUTS

Rupees in Lakhs

Standalone Consolidated

Particulars 2009-2010 2008-2009 2009-2010 2008-2009

Total income 13561.58 14627.08 14451.11 14628.59 Less-Expenditure 13941.39 14511.86 15822.19 14512.69 Proft/(Loss) Before Tax (379.81) 115.22 (1371.08) 115.90

Prior Period items - - - -

Provision for Taxation 2.35 84.33 0.31 84.54

Net Balance of Proft/(Loss) (382.16) 30.89 (1371.39) 31.36

Balance of Proft brought 4723.77 6181.37 4727.50 6184.64 forward

Appropriation

Dividend - - - -

Corporate Dividend Tax - - - -

Transfer to General Reserve - - - -

FCCB Redemption Reserve 803.33 1488.49 803.33 1488.49

Balance Carried to Balance 3538.28 4723.77 2552.78 4727.51

Sheet

The decrease in granite business was primarily driven by continued weakness in the export markets and more particularly the U.S and Europe market and unfavorable price and product mix as customers preference shifted to lower priced products. The current downturn in the U.S. and other economies, along with the housing markets in such economies, has negatively impacted the dimension stone industry and Your Companys granite business.

The bottom-line of the apparel division of Your Company continues to be severely afected due to lower capacity utilisation at manufacturing (contract exports) and lower consumer footfalls and higher discounting at the apparel retailing (STANZA brand) part of the business.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS Iin terms of the Section 212 of the Companies Act, 1956, a copy of the Balance Sheet, Proft and Loss Account, Report of the Board of Directors and Report of the Auditors of Pokarna Engineered Stone Limited have been attached to the Accounts of the Company for the year ended 31st March, 2010 and forms part of this annual report. The Statement as required under Section 212(3) also forms part of this Annual Report.

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The institute of Chartered Accountants of india have been provided in the Annual Report. These Consolidated Financial Reports provide fnancial information about Your Company and its Subsidiary as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

DIVIDEND

In view of the loss for the fnancial year 2009-10, the Board of Directors of Your Company has decided not to recommend payment of dividend for the year under review.

DIRRCTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confrm that :

In the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

They had 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 afairs of the company at the end of the fnancial year and of the proft of the company for that period;

They had taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

They have prepared the Annual Accounts on a going concern basis.

AUDIT COMMITTEE

in consonance with the requirement of Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange Ltd., and Section 292A of the Companies Act, 1956, Your Company has constituted Audit Committee. The Composition of the Committee is given else where in the report.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, a separate section titled ‘Corporate Governance, and the report on ‘Management Discussion and Analysisforms part of the Annual Report. A certifcate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given in the Annual Report.

The Ministry of Corporate Afairs has issued Corporate Governance Guidelines in December, 2009.While these Guidelines are recommendatory in nature, the Company has already adopted most of the Guidelines. The Company will be reviewing its Corporate Governance parameters in the context of the other recommendations under the said Guidelines for appropriate adoption.

All Board Members and Senior Management Personnel have afrmed compliance with the Code of conduct for the year 2009-10. A declaration to this efect signed by the Chairman & Managing Director (CEO) of the company is annexed to this report.

The CEO and Chief Financial Ofcer (CFO) have certifed to the Board with regard to the fnancial statements and other matters as required in clause 49 of the Listing Agreement.

AUDITOR

M/s. S. Daga & Co., Chartered Accountants, who are the Statutory Auditors of the Company hold ofce until the ensuing Annual General Meeting. it is proposed to re-appoint them to examine and audit the accounts of the Company for the Financial Year 2010-11. As required under the provisions of Section 224 of the Companies Act, 1956, the Company has obtained a written certifcate from M/s. S. Daga & Co., Chartered Accountants to the efect that their re-appointment, if made, would be in conformity with the limits specifed in the said section.

The members are requested to appoint auditors for the period from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and authorize Board to fx their remuneration.

DIRECTORATE

Shri. Prakash Chand Jain and Shri. Vinayak Rao Juvvadi retire by rotation and, being eligible, ofer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

The particulars of employees as required to be disclosed in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended) are annexed to the Directors Report. However as per the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholders interested in obtaining such particulars may write to the Company Secretary at the Registered Ofce of the Company.

PROMOTER GROUP

Pursuant to intimation from Jain Family Promoters of Your Company, the names of Jain Family Promoters and Companies comprising the “group” as defned in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of Your Company for the purpose of Regulation 3(1) (e) of the SEBi (Substantial Acquisition of Shares and Takeovers) Regulations, 1997:

1. Gautam Chand Jain & Family

2. Ashok Chand Jain & Family

3. Prakash Chand Jain & Family

4. Dilip Kumar Jain & Family

5. Raaj Kumar Jain & Family

6. Rahul Jain & Family

7. Siddharth Jain

8. Neha Jain

9. Ekta Jain

10. Sneha Jain

11. Pokarna Fabrics Limited *

12. Pokarna Marketing Limited*

13. Pokarna Apparels Limited *

14. Pokarna Fashions Limited *

Family for this purpose includes spouse, dependent children and parents.

* Company owned and controlled by the Jain Family. These companies are not Member(s)/Shareholders of the Pokarna Limited or its Subsidiary.

CONSERAVTION OF ENERGY, TECHNOLOGY ABSORPTION, FOREING EXCGABGE EARNINGS AND OUTGO

Disclosure under "Form A" pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable to the Company.

Companys quarrying operations, granite processing plants and apparel manufacturing plant are designed to achieve high efciency in the utilisation of energy. The key areas with regards to reduction of energy have been identifed by us and necessary steps initiated. The Company has no specifc Research & Development department.

FORM B

(Disclosure of particulars with respect to Technology Absorption)

Research and development (R & D)

1. Specifc areas in which R & D carried out by the company — Not applicable having regard to the nature of the industry.

2. Benefts derived as a result of the above R&D - Not applicable having regard to the nature of the industry.

3. Future plan of action - 0 Not applicable having regard to the nature of the industry.

4. Expenditure on R & D:

a) Capital - Nil

b) Recurring - Nil

c) Total - Nil

d) Total R&D expenditure as a percentage of total turnover - Nil

The Company maintains a high level of information fow with various companies. Through visits of Executives to developed countries, the Company keeps abreast with the advanced Technology Developments and through specifc programmes introduces, adopts and absorbs these sophisticated technologies. This has resulted in higher production, accuracy and perfection in excavation of rough granite blocks, processing of random granite slabs and tiles, and, manufacturing of apparel.

Your Company is at present exporting granite to Australia, Bahrain, Belgium, Canada, China, Croatia, Colombia, France, Germany, Greece, Hong Kong, ireland, israel, italy, Jordan, Korea, Libya, Liechitenstein, Mauritius, Mexico, Netherlands, Norway, Panama, Poland, Puerto Rico, Qatar, Republic of Panama, Russia, Saudi Arabia, Slovenia, Spain, St. Lucia, South Africa, Switzerland, Taiwan, Turkey, Uganda, United Arab Emirates, United Kingdom, United States of America, Venezuela and Vietnam.

Your Company is at present exporting apparel to Canada, Germany, italy, Netherlands, Romania, Switzerland, United Kingdom and United States of America.

Your Company is continuously exploring possibilities of exporting to diferent markets.

During the year under review, the total standalone foreign exchange earnings and expenditure of Your Company was Rs. 9073 Lakhs and Rs.1601 Lakhs respectively.

ACKnoWleDGements

Your Directors would like to express their grateful appreciation for the excellent support and co-operation received from the Banks, Government Authorities, Customers, Suppliers, Shareholders and other Stakeholders during the year under review.The Board is also thankful to the holders of Foreign Currency Convertible Bonds for their support.

Your Directors acknowledge with gratitude the commitment and dedication of the employees at all levels, that has contributed to the growth and success of the Company.

For and on behalf of the Board Place : Secunderabad Gautam Chand Jain

Date : 7th August, 2010 Chairman & Managing Director