Your Director’s are pleased to present the 14th Annual Report together with the Audited Financial Statement of yourCompany for the year ended 31st March, 2025.
The Financial Reports for Current Financial Year 2024-2025 has been prepared as per Accounting Standard prescribedunder Indian Accounting Standard (“Ind AS”) reporting framework.
The financial highlights of the Company for the year ended March 31, 2025, are as follows:
Particulars
Standalone
Consolidated
Year Ended31.03.2025
Year Ended31.03.2024
Total Income
1668.45
2251.37
1809.34
2398.92
Total Expenditure
2605.21
2427.84
2739.52
2600.14
Profit/Loss before Exceptional and ExtraordinaryItem and Tax
(936.76)
(176.47)
(930.18)
(201.22)
Exceptional Items - Expense / (Income)
-
Profit before Tax (PBT)
Current Tax
Deferred Tax
Profit/Loss for the year
As compared to previous year the total income of the Company has increased from Rs. 2251.37 to Rs. 1668.45. As againstthe loss of Rs. 176.47 for the year ended 31st March, 2024 the Company closed the year under overview with the loss ofRs. 936.76.
The backward integration implemented during the previous year, has resulted in lowering the cost of the meters,reduction of dependence on others for timely supply of quality goods.
Having created a niche for itself in the market for meters, your company focused on widening product basket andexpanding market reach. Moving ahead with the rising demand of smart meters the company will enhance productioncapacity and grow business volumes.
The Authorised share Capital of the company as on 31.03.2025 is Rs. 12,60,00,000/- divided into 1,92,00,000 equity sharesof Rs. 5/- each and 60,00,000 preference shares of Rs. 5/- each.
The issued, subscribed and paid-up Share Capital of the company as on 31.03.2025 was Rs. 8,02,87,330/- divided into1,60,57,466 equity shares of face value of Rs. 5/- each.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of thecompany.
During the year under review, the Board of Directors comprised of Six members, Mr. Prashant Ranade is the ManagingDirector of the Company, Mr. Pranav Kumar Ranade is the Chairman and Executive Director of the Company, Mrs.Ameeta Ranade is the Non-Executive Director of the Company. The three Independent Directors on the Board of theCompany are Dr. Priya Somaiya, Mr. Anil Kumar Rustogi and Mrs. Roopali Mittal.
Change in Designation of Directors
No Change during the year under review.
In the Financial Year 2024-25, Mr. Anil Kumar Rustogi (DIN: 00007953) was appointed as an Additional Director inthe capacity of Non-Executive Independent Director of the Company for the Five (5) consecutive year by the Board ofDirectors by passing the resolution by circulation with effect from June 29, 2024 and further his appointment has beenregularized by the members in the Annual General Meeting held in the year 2024 of the Company.
Further, during the year under review, Mr. Aman Marodia(DIN:08794697)has been appointed as an Additional Director inthe category of Non-Executive Independent Director of the Company by the Board of Directors by passing the Resolutionby Circulation on 01st May, 2025 and further approved by the Members of the Company through the Postal Ballot (by wayof e-voting process) on July 31, 2025 to hold office up to a period of five (5) years with effect from May 03, 2025. Pursuantto the Circular dated June 20, 2018, issued by the stock exchanges and the declaration received from the IndependentDirector, he being appointed as an Independent Director is not debarred from holding the office of Director by virtueof any SEBI order or any other such authority and therefore, he is not disqualified to be appointed/reappointed as anIndependent Director and not related to any director of the Company.
During the year under review, Dr. Priya Somaiya (DIN: 07173195), Independent Director of the Company, ceased to bea director of the Company on account of Competition of her tenure from close of business hours on May 04, 2025. TheBoard placed on records its appreciation for the valuable contribution rendered by her during her tenure.
In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. PranavKumar Ranade (DIN: 00005359), Director of the Company retire by rotation at the ensuing Annual General Meeting andhe is being eligible and offered himself for re-appointment. The Board recommends his re-appointment and a resolutionseeking members’ approval for his re-appointment along with other required details forms part of the Notice of theensuing Annual General Meeting.
The following are the Whole-Time Key Managerial Personnel of the Company pursuant to Sections 2(51) and Section203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:
1. Mr. Pranav Kumar Ranade, Whole Time Director,
2. Mr. Prashant Ranade, Managing Director
3. Mr. Hrydesh Jain, Chief Financial Officer
4. Mr. Alok Kumar Pandey, Company Secretary
During the Period under review, Mr. Rakesh Kumar, Company Secretary of the Company has resigned from the Companywith effective from 30th November, 2024 and Mr. Alok Kumar Pandey has been appointed as a Company Secretary of theCompany by the Board of Directors at their meeting held on 11th February, 2025.
Pursuant to the provisions of Section 134(3)(d) of the Act with respect to statement on declaration given by independentdirectors under Section 149(6) of the Act read with Regulation 25(8) of Listing Regulations, the Board hereby confirmsthat all the independent directors of the Company have given declaration that -
• they meet the criteria of independence as provided in Section 149(6)of the Act and in the SEBI Listing Regulations;
• they have registered their names in the independent directors’ data bank as prescribed under the Act in terms ofRule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014; and
• They have complied with the code for independent directors prescribed in Schedule IV of the Companies Act, 2013.
All the Directors have confirmed that they are not disqualified for being appointed as Directors pursuant to Section 164of the Act and other applicable laws. Based on the confirmation/affirmation received from an independent directorthat he/she was not aware of any circumstances that are contrary to the declarations submitted by him/her, the Boardacknowledged the veracity of such confirmation and recorded the same.
The Independent Directors has received a formal letter of Appointment from the Company stating their position,function, responsibilities, and obligations. The Company organizes familiarization programs for Independent Directors
in accordance with Regulation 25(7) of the SEBI Listing Regulations to give them the chance to have a comprehensivegrasp of their roles, rights and obligations. Additionally, it enables Independent Directors to fully comprehend thebusiness model of the company, operational processes, the nature of the sector, and other pertinent facts.
None of the Non-Executive Independent Directors held any equity shares of your Company during the financial yearended 31st March, 2025.
The Nomination and Remuneration Committee of the Directors has approved a Policy for Selection, Appointmentand Remuneration of Directors which inter-alia requires that the Directors shall be of high integrity with relevantexpertise and experience so as to have a diverse Board. The Policy also lays down the positive attributes/criteria whilerecommending the candidature for the appointment as Director.
The policy of the Company on Directors Appointment and Remuneration, including criteria for determiningqualifications, positive attributes and independence of a director and other matters provided under Sub-Section(3) of Section 178 of the Companies Act, 2013, is adopted by the Board on the recommendation of Nomination andRemuneration Committee.
The remuneration provided to all the directors, key managerial personnel and other employees of the Company is inaccordance with the remuneration policy of the Company.
Pursuant to the provisions of section 178 read with Companies Amendment Act, 2017 and Schedule IV of the Act and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015, the Nomination and Remuneration Committee(the “Committee”) shall lay down the evaluation criteria for performance evaluation of Independent Directors and theBoard. This framework shall contain the details of Board’s self-evaluation framework (including all Committees of theBoard and individual directors).
While evaluating the performance of Board, the Board had considered the composition and structure of the Board interms of size, experience, diversity, effectiveness of the board process, dissemination of information etc. The Boardgives effective advice and assistance for achieving the company’s mission and vision.
The performance of the committees was evaluated by the board taking into consideration the factors such ascomposition of the committee; effectiveness of committee meetings; independence of the committee from the Boardand contribution in decision making by the Board etc. It was found that their performance and functioning was withinthe mandate of the Board besides meeting the expectations of the Board.
The Board is committed to assessing its own performance as a Board in order to identify its strengths and areas in whichit may improve its functioning. To that end, the Committee shall establish the following processes for evaluation ofperformance of Independent Director and the Board:
• Once a year, the Board will conduct a self-evaluation. It is the responsibility of the Chairman of the Board,supported by the Company Secretary of the Company, to organize the evaluation process and act on its outcome;
• The Committee shall formulate evaluation criteria for the Board and the Independent Directors which shall bebroadly based on:
> Knowledge to perform the role;
> Time and level of participation;
> Performance of duties and level of oversight; and
> Professional conduct and independence.
• If required by the Chairman, the Board / Independent Directors may be asked to complete the evaluation formsand submit the same to the Chairman.
Further, Independent Directors at a separate meeting held on 28th March 2025 evaluated performance of the Non¬Independent Directors, Board as a whole and that of the Chairman of the Board.
The Company remains committed to maintaining the highest standards of Corporate Governance and ensuring fullcompliance with the requirements laid down by the Securities and Exchange Board of India. In line with the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CorporateGovernance Report forms an integral part of this Annual Report and annexed herewith this report as an Annexure-1.Additionally, the necessary Certificate from M/s Navneet K Arora & Co., LLP, Practicing Company Secretaries, affirmingcompliance with Corporate Governance conditions, is annexed along with the Corporate Governance Report.
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexedas Annexure-II to this report.
During the year under review, there was no employee drawing remuneration in excess of limits prescribed underSection 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, list of top 10 employee is attached in the Annexure-II forming part of this report.
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of theirknowledge and ability confirm that:
(a) In the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standardshave been followed and there no material departures from the same;
(b) the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat 31st March 2025 and of the profit and loss of the company for year ended on that date;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
Internal Financial Control Systems of the Company are commensurate with its size and the nature of its operations.These have been designed to provide reasonable assurance with regard to recording and providing reliable financialand operational information, complying with applicable accounting standards and relevant statutes, safeguardingassets from unauthorised use, executing transactions with proper authorization and ensuring compliance of corporatepolicies. The Company has a well defined delegation of authority with specified limits for approval of expenditure, bothcapital and revenue.
M/s. GSA & Associates LLP, Chartered Accountants (Firm Registration No. 000257N/N500339)were re-appointed asStatutory Auditor of the Company, for a term of 5 (five) consecutive years, at the 10th Annual General Meeting held on30th September, 2021. They had confirmed their eligibility and qualifications required under the Act for holding officeas Auditor of the Company.
The report of the Statutory Auditors along with notes to Schedules is a part of this Integrated Annual Report. There hasbeen no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company appointed M/s. NavneetK Arora & Co. LLP, Practicing Company Secretaries (“Secretarial Auditors”) to conduct the Secretarial Audit of theCompany for the Financial Year ended March 31, 2025.
The Secretarial Audit Report for the Financial Year ended March 31, 2025, is attached herewith as Annexure -111(A) andforms an integral part of this Annual Report.
Further, pursuant to the provisions of the Regulation 24A ofthe SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 and basis the recommendation of the Audit Committee, the Board of Directors of your Companyappointed M/s. Navneet K Arora & Co. LLP, Practicing Company Secretaries as Secretarial Auditors of the Company fora term of five (5) consecutive financial years (FY)commencing from FY 2025-26 to FY 2029-30, subject to the approval ofMembers in ensuing Annual General Meeting.
M/s. Navneet K Arora & Co. LLP, Practicing Company Secretaries have provided their consent to be appointed asSecretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26to FY2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company.They have also confirmed that they have subjected themselves to the peer review process of the Institute of CompanySecretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.
The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s. Navneet KArora & Co. LLP, Practicing Company Secretaries as Secretarial Auditors of the Company is being placed in the Noticeof 14th Annual General Meeting.
Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, M/s Navneet K Arora & Co LLP, Company Secretaries in Practice has issued AnnualSecretarial Compliance Report is also annexed to this report as Annexure- III (B).
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards etc. covered under the Secretarial Audit. There are no observations (including any qualification,reservation, adverse remark or disclaimer) of the Secretarial Auditors in their Secretarial Audit Report that may call forany explanation from the Directors.
The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India onMeetings of the Board of Directors (SS-1) and Members (SS-2).
Pursuant to the provisions of Section 92(3) of the Act read with Rule 12(1) of the Companies (Management andAdministration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31,2025, is available on the Company’s website www.pkrgroup.in.
During the year under the review, 4 (Four) Board meetings ofthe Company were duly convened and held. The interveninggap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013 (hereinafter also referred to as “the Act”) and Secretarial Standard 1 on Board meetings issued by the Institute of CompanySecretaries of India.
The dates on which these meetings were held are May 24, 2024, August 09, 2024, November 13, 2024 and February 11,2025.
The details of which are provided in the Corporate Governance Report.
The Composition of Audit Committee is as under and is in compliance with the provisions of Section 177 of theCompanies Act, 2013 read with Rules made thereunder and Regulation 18 of Securities and Exchange Board ofIndia(Listing Obligations and Disclosure Requirements) Regulations, 2015. The scope of the activities of the AuditCommittee is set out in the Corporate Governance Report.
Dr. Priya Somaiya (Chairperson) - Independent Director
Mr. Prashant Ranade (Member) - Managing Director
Mr. Anil Kumar Rustogi (Member) - Independent Director
All the recommendations made by the Audit Committee of the Company have been considered and accepted bythe Board of Directors of the Company.
The members of the Audit Committee met four times during the year under review, details stated in the CorporateGovernance Report.
[Note-Dr. Priya Somaiya ceased to be a member w.e.f. May 04th, 2025 and Mr. Aman Marodia has been inducted asa member of the Committee w.e.f. 03rd May, 2025]
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members of theNomination and Remuneration Committee met once during the year under review. The details of the constitutionof the Nomination and Remuneration Committee, terms of reference and the meetings held during the financialyear have been stated in the Corporate Governance Report.
During the year under review, the members of the Stakeholder Relationship Committee met once. The details ofthe constitution of the Stakeholder and Relationship Committee, terms of reference and the meetings held duringthe financial year have been stated in the Corporate Governance Report.
Pursuant to the provisions of Companies Act, 2013 and SEBI Listing Regulations, 2015, the Company has establishedarobust Vigil Mechanism for directors and employees to report to the management instances of unethical behavior,actual or suspected, fraud or violation of the Company’s code of conduct. The Vigil Mechanism Policy provides that thecompany investigates in such incidents, when reported, in an impartial manner and shall take appropriate action asand when required to do so. The policy also provides the mechanism for adequate safeguard against the victimizationof Director(s)/employees who avail the mechanism and also provide for the direct access to the Chairman of the AuditCommittee in exceptional cases.
The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in theCompany. The details of the Policy are posted on the website of the Company www.pkrgroup.in.
In terms of the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and itsPowers) Rules, 2014 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,particulars relating to loans, advances, guarantees and investments are provided as part of the notes to accounts of theStandalone Financial Statement.
There are no significant and material orders passed during the year by the regulators, courts or tribunals impacting thegoing concern status and Company’s operations in the future.
The Company has framed a Risk Management Policy to identify and assess the risk areas, monitor and report complianceand effectiveness of the policy and procedure. A detailed exercise is being carried out to identify, evaluate, manage andmonitoring of both business and non-business risk. The policy seeks to create transparency, minimize adverse impacton the business objectives and enhance the Company’s competitive advantage. The business risk policy defines the riskmanagement approach across the enterprise at various levels including documentation and reporting. The policy has
different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company levelas also separately for business segments.
The Company has developed and implementing a risk management policy which includes the identification therein ofelements of risk, which in the opinion of the Board may threaten the existence of the Company.
No material changes and commitments, other than disclosed as part of this report, affecting the financial position ofthe Company which occurred between the end of the financial years to which financial statement relate and the date ofthis report.
PKR Energy Limited, wholly owned subsidiary of the Company was dissolved by the order of the Hon’ble NCLTPRINCIPAL BENCH, New Delhi by its order dated June 11, 2024.
The Company has three subsidiaries outside India viz. Global Power and Trading (GPAT) PTE. Ltd., Singapore, AdvancePower and Trading GMBH, Germany and PKR Technologies Canada Limited, Canada.
Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, astatement containing salient features of the Financial Statements of your Company’s Subsidiaries in Form AOC-1 isattached to Financial Statements annexed as “Annexure-IV”.
All the transactions entered into with related parties as defined under the Companies Act, 2013 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial yearended 31st March, 2025 were in the ordinary course of business and on arm’s length basis. As per the provisions ofSection 177 of the Companies Act, 2013, and Rules made thereunder read with Regulation 23 of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had obtained thenecessary prior approvals of the Audit Committee for all the related party transactions. Further, there were no materialrelated party transactions with promoters & promoter’s group, directors or Key Management Personnel during the yearunder report.
None of the transactions with any of the related parties were in conflict with the interest of the Company rather, theysynchronize and synergies with the Company’s operations.
The Company has framed a Policy on materiality of Related Party Transactions and on dealing with related partyTransactions in accordance with SEBI Listing Regulations 2015 and Companies Act, 2013, as amended. The Policyintends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between theCompany and related parties.
The particulars of all contracts or arrangement entered with the related parties as referred to in Section 188 of theCompanies Act, 2013 in the prescribed form AOC-2 of Companies (Accounts) Rules, 2014 is appended as “Annexure-V”.
The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo asprescribed under section 134(3)(m) of the companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014is appended as “Annexure-VI”
The provisions relating to maintenance of cost records as specified by the Central Government under sub-section ofsection 148 of the Companies Act, 2013 are not applicable to the Company and accordingly such accounts and recordsare not required to be maintained.
There is no change in nature of business during the year under review.
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fallunder the criteria limits mentioned in the said section of the Act. Hence, the Company has not taken voluntary initiativetowards any activity mentioned for Corporate Social Responsibility.
During the year under review, there were no applications made or proceedings pending in the name of the companyunder the Insolvency Bankruptcy Code, 2016.
During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review:
1. The amount, which it proposes to carry to any reserves.
2. The amount which it recommends should be paid by way of Dividend.
3. Details relating to deposits covered under Chapter V of the Act.
4. Issue of equity shares with differential rights as to dividend, voting or otherwise.
5. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
6. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration orcommission from any of its subsidiaries.
Your Directors further state that during the year under review, there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (“Listing Regulations”), the Management Discussion and Analysis Report for the yearunder review, is annexed to this report as “Annexure-VII”.
During the year under review, Company has convened Annual General Meeting held on September 26, 2024 for thefinancial year 2023-24.
Further, Company has convened Extra-ordinary General Meeting byway of Postal Ballot on July 31, 2025 for shareholdersapproval.
The Company is committed to maintaining a productive environment for all its employees at various levels in theorganization, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policyon Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal) Act, 2013. The Company has also set up “Prevention of Sexual Harassment
Committee” (‘the Committee’) to redress the Complaints received regarding sexual harassment which has formalized afree and fair enquiry process with clear timeline.
During the year under review, the Company had not received any complaint of harassment.
CEO and CFO Certificate as prescribed under Schedule- II Part B of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report formingpart of this Annual Report.
Your Director’s would like to express their sincere appreciation for the assistance and co-operation received fromthe Financial Institutions, Banks, Government Authorities, Customers, Vendors and Members during theyear underreview. Your Director’s also wish to place on record their deep sense of appreciation for the committed services by theCompany’s executives, staff and workers.
Prashant Ranade
Date: 12.08.2025 (Managing Director)
Place: New Delhi DIN: 00006024