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SKM Egg Products Export (India) Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1209.86 Cr. P/BV 2.89 Book Value (Rs.) 79.60
52 Week High/Low (Rs.) 372/143 FV/ML 5/1 P/E(X) 11.66
Bookclosure 11/09/2026 EPS (Rs.) 19.70 Div Yield (%) 0.54
Year End :2026-03 

Your Directors are pleased to present the Thirty-First (31st) Annual Report of the Company together with the Audited
Standalone and Consolidated Financial Statements forthe financial year ended 31st March 2026.

This Board’s Report has been prepared in compliance with the applicable provisions of the Companies Act, 2013, read with
the rules made thereunder, as amended from time to time, and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended (”SEBI Listing Regulations”).

The Report highlights the Company’s financial performance, key business developments, corporate governance initiatives,
and other material matters pertaining to the financial year ended 31st March 2026 in respect of SKM Egg Products Export
(India) Limited.

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

STANDALONE (Rs. in Lacs)

Particular

Year Ended
31.03.2026

Year Ended
31.03.2025

Operating Income

76,679.85

49,336.42

Other Income

1,910.48

1,403.80

Total Income

78,590.33

50,740.22

Earnings before Interest, Taxes, Depreciation and Amortization

18,976.83

9271.95

Less: Financial Cost

1,472.85

1,122.91

Less: Depreciation & Amortization

3,922.84

3,455.31

Profit Before tax

13,581.14

4,693.73

Less: Tax Expenses

Current

3,191.40

1034.81

Deferred Tax

159.02

147.21

Profit/(Loss) forthe period

10,230.72

3,511.71

Other Comprehensive Income (net of Tax)

(137.17)

(212.60)

Profit after Tax and available for appropriation

10,093.55

3,299.12

APPROPRIATIONS

Dividend Paid

394.95

658.25

Surplus carried to Balance Sheet

9,698.60

2,640.87

CONSOLIDATED (Rs. in Lacs)

Particular

Year Ended
31.03.2026

Year Ended
31.03.2025

Operating Income

76,799.52

49,782.94

Other Income

1,910.48

1,403.80

Total Income

78,710.00

51,186.74

Earnings before Interest, Taxes, Depreciation and Amortization

19,067.42

9,265.72

Less: Financial Cost

1,479.91

1,128.29

Less: Depreciation & Amortization

3,923.59

3,455.68

Add: Share of Profity(Loss) of Associates

74.76

(40.19)

Profit Before tax

13,738.68

4,641.56

Less: Tax Expenses

Current

3,192.22

1034.81

Deferred Tax

159.02

147.21

Profit/(Loss) for the period

10,387.45

3459.55

Less: Net Profit attributable to Non-controlling Interest

12.29

(1.80)

Other Comprehensive Income (net of Tax)

(761.88)

(184.65)

Profit after Tax and available for appropriation

9,613.27

3276.70

APPROPRIATIONS

Dividend Paid

394.95

658.25

Surplus carried to Balance Sheet

9,218.32

2,618.45

Standalone Financial Results:

During the Financial Year 2025-26, the Company delivered a strong financial performance, reflecting improved
operational efficiencies, favorable market conditions and increased business volumes. The Company’s Operating
Income increased significantly to Rs.76,679.85 Lakhs as against Rs.49,336.42 Lakhs in the previous financial year,
registering a growth of approximately 55.42%.

The Company’s Total Income for FY 2025-26 stood at Rs.78,590.33 Lakhs as compared to Rs.50,740.22 Lakhs in FY
2024-25. The Profit Before Tax (PBT) increased to Rs.13,581.14 Lakhs from Rs.4,693.73 Lakhs in the previous year,
reflecting a substantial improvement in profitability. Consequently, the Profit After Tax (PAT) rose to Rs.10,093.55
Lakhs as against Rs.3,299.12 Lakhs in FY2024-25

Consolidated Financial Results:

During the Financial Year 2025-26, the Company recorded a strong growth in its consolidated financial performance
driven by improved business volumes, enhanced operational efficiency and better realization from its products. The
Company’s Operating Income increased significantly to Rs.76,799.52 Lakhs as compared to Rs.49,782.94 Lakhs in
the previous financial year, registering a growth of approximately 54.27%.

The Company’s Total Income stood at Rs.78,710.00 Lakhs during FY 2025-26 as against Rs.51,186.74 Lakhs in FY
2024-25. The EBITDA increased substantially to Rs.19,067.42 Lakhs from Rs.9,265.72 Lakhs in the previous year,
reflecting improved operational performance and effective cost management. The Company’s Profit Before Tax (PBT)
increased to Rs.13,738.68 Lakhs as compared to Rs.4,641.56 Lakhs in FY 2024-25.

After providing for current and deferred taxes, the Profit for the Year stood at Rs.10,387.45 Lakhs as against
Rs.3,459.55 Lakhs in the previous year. After considering the share attributable to non-controlling interests and other
comprehensive income, the Profit After Tax and available for Appropriation amounted to Rs.9,613.27 Lakhs,
compared to Rs.3,276.70 Lakhs in FY 2024-25.

2. DIVIDEND:

For the FY 2025-26, the Company recommended a final dividend of Rs 1.25 (One rupee twenty five paise only) on
equity shares of Rs 5/- each with the total outlay of Rs 658.25 Lakhs.

The dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting, will be paid to the
members whose names appear in the Register of Members/beneficial owners as on the record date fixed for the
purpose.

Pursuant to the provisions of the Income-tax Act, 1961, as amended by the Finance Act,2020, dividends paid or
distributed by the Company are taxable in the hands of the shareholders. Accordingly, the Company shall deduct Tax
Deducted at Source (TDS) at the applicable rates while making payment of dividend to eligible shareholders, in
accordance with the provisions of the Income-tax Act, 1961 and the rules made thereunder.

3. TRANSFERTO RESERVE:

We do not propose to transfer any amounttothe general reserve on declaration of dividend.

4. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (’’IEPF Rules”),any dividend remaining unpaid
or unclaimed for a period of seven consecutive years from the date of its transfer to the Unpaid Dividend Account is
required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF”). Accordingly, the
unpaid/unclaimed dividend pertaining to the Financial Year 2017-18, along with the corresponding shares on which
such dividend has remained unclaimed for seven consecutive years, is in the process of being transferred to the IEPF
in compliance with the applicable provisions of the Act and the IEPF Rules.

5. SHARE CAPITAL:

During the year under review, the Company sub-divided (split) its equity shares having a face valueof Rs.10/- (Rupees
Ten only) each into equity shares having a face value of Rs.5/- (Rupees Five only)each, pursuant to the approval of the
shareholders and in compliance with the applicable provisions of the Companies Act, 2013. The Record Date fixed for
the purpose of the sub-division of equity shares was 12 January 2026. Consequently, each equity share of Rs.10/-
fully paid-up was sub-divided into two equity shares of Rs.5/- each fully paid-up.

Accordingly, the paid-up share capital of the Company as on 31 March 2026 stood at Rs.26,33,00,000 divided into
5,26,60,000 equity shares of Rs.5/- each fully paid-up. The sub-division of equity shares did not result in any change
in the aggregate paid-up share capital of the Company.

Save as aforesaid, there were no changes in the issued, subscribed and paid-up share capital of the Company during
the year under review. The Company has not issued any sweat equity shares to its directors or employees and has not
undertaken any buy-back of shares during the year under review.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2025-26, Seven meetings of the Board of Directors were held. The details of the Board
Meetings, including the dates of the meetings and attendance of Directors, are provided in the Corporate Governance
Report forming part of this Annual Report.

7. BOARD COMMITTEES:

The particulars relating to the Committees of the Board, including their composition, scope of functions, terms of
reference, and details of meetings held during the year, are provided in the Corporate Governance Report forming an
integral part of this Annual Report and annexed hereto as
Appendix 1.

8. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate Report on Corporate Governance, together with the Certificate from the Statutory
Auditors confirming compliance with the conditions of Corporate Governance, forms an integral part of this Annual
Report and is annexed hereto as
Appendix 1.

9. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND THE
DATE OF THE REPORT:

Except as disclosed below and elsewhere in this Annual Report, there have been no material changes or commitments
affecting the financial position of the Company that have occurred between 31st March 2026, being the end of the
financial year under review, and the date of this Report.

Subsequent to the close of the financial year, the Company acquired the remaining equity stake in SKM Universal
Marketing Company (India) Private Limited. Consequently, with effect from 21st July, 2026 the said company ceased
to be an Associate Company and became a Wholly Owned Subsidiary of the Company.

10. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY INCLUDED IN THE CONSOLIDATED
FINANCIAL STATEMENTS:

The Company has one foreign Subsidiary, namely, SKM Europe B.V..

During the Financial Year 2025-26, the said subsidiary recorded a turnover of Rs.2,995.44 lakhs and earned a profit of
Rs.81.97 lakhs.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies(Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the Company’s subsidiary in Form AOC-1
forms part of this Annual Report and is annexed here to as
Appendix 2.

11. DEMATERIALISATION OF SHARES:

The equity shares of the Company are compulsorily traded in dematerialised form on the National Stock Exchange of
India Limited (NSE) and BSE Limited (BSE). The International Securities Identification Number (ISIN) allotted to the
Company’s equity shares is INE411D01023.

During the year under review, the Company sub-divided its equity shares from a face value of Rs.10/- each to Rs.5/-
each, with 12 January 2026 fixed as the Record Date for the purpose of the sub-division. Pursuant to the applicable
SEBI circulars and depository procedures, the entitlement arising out of the stock split in respect of shareholders
holding shares in physical form was credited to a Stock Split Escrow Demat Account. Upon receipt of valid demat
account details from the concerned shareholders, the shares were transferred from the Stock Split Escrow Demat
Account to their respective demat accounts.

Accordingly, as on 31 March 2026, the entire paid-up equity share capital of the Company was held in dematerialised
form and there were no shares held in physical form.

The Company’s Registrar and Share Transfer Agent is MUFG Intime India PrivateLimited, having its branch office at
“Surya”, 35, Mayflower Avenue, Behind Senthil Nagar,Sowripalayam Road, Coimbatore- 641028, Tamil Nadu

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed review of the industry structure and developments, business performance,
opportunities and threats, risks and concerns, internal control systems, financial performance, and outlook of the

Company is presented in the Management Discussion and Analysis Report, which forms an integral part of this
Annual Report and is annexed hereto as
Appendix 3.

13. CORPORATE SOCIAL RESPONSIBILITY ( CSR ):

In compliance with the provisions of Section 135 of the Companies Act, 2013 ("the Act”), the Company has
constituted a Corporate Social Responsibility (CSR) Committee of the Board and formulated a Corporate Social
Responsibility Policy (”CSR Policy”), which is available on the Company’s website at
www.skmeaa.com

The Annual Report on Corporate Social Responsibility activities undertaken by the Company during the Financial Year
2025-26, as required under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, forms an integral part of this Report and is annexed hereto as
Appendix 4.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide
a formal avenue for directors, employees and other stakeholders to report genuine concerns regarding unethical
behaviour, actual or suspected fraud, violation of the Company’s Code of Conduct, or any other improper practices.

The Vigil Mechanism enables stakeholders to communicate their concerns directly to the Management and the Audit
Committee in a confidential and transparent manner without fear of retaliation. The Company is committed to
maintaining the highest standards of ethical, moral and legal conduct in its business operations.

The Board hereby affirms that during the financial year under review, no director, employee or other stakeholder was
denied access to the Audit Committee.

The Vigil Mechanism/Whistle Blower Policy is available on the Company’s website atwww.skmeaa.com

15. RELATED PARTY TRANSACTIONS:

The Board has adopted a Policy on Related Party Transactions in accordance with the provisions of Section 188 of the
Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

During the financial year under review, all contracts, arrangements and transactions entered into by the Company with
related parties were in the ordinary course of business and on an arm’s length basis. All Related Party Transactions
are placed before the Audit Committee for prior approval in accordance with the requirements of the Companies Act,
2013 and the Listing Regulations. Further, a statement containing details of all Related Party Transactions is placed
before the Audit Committee on a quarterly basis for its review.

During the year, the Company did not enter into any materially significant Related Party Transactions that could have
had a potential conflict with the interests of the Company. There were no transactions with related parties that were not
at arm’s length or material in nature.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, as approved by
the Audit Committee and the Board of Directors, is available on the Company’s website at www.skmegg.com.

The particulars of contracts or arrangements entered into with related parties as required under Section 188(1) of the
Companies Act, 2013 and the Listing Regulations are provided in
Appendix 5 forming part of this Report.

16. BUSINESS RISK MANAGEMENT:

The Risk Management policy has been placed on the website of the Company and the web link thereto is
www.skmegg.com

17. INTERNAL FINANCIAL SYSTEM AND THEIR ADEQUACY:

The Company has established adequate internal financial controls commensurate with the size, scale and complexity
of its operations. These controls are designed to ensure the orderly and efficient conduct of business, safeguarding of
assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely
preparation of reliable financial information.

The Company’s internal control systems encompass monitoring of business processes, financial reporting and
compliance with applicable laws, regulations and internal policies. The effectiveness of these controls is periodically
reviewed to identify control gaps, if any, and to implement appropriate corrective actions within defined time lines to
enhance operational efficiency and strengthen the control environment.

The Audit Committee of the Board regularly reviews the adequacy and effectiveness of the internal control systems,
significant risk areas, observations and recommendations of the Internal Auditors, and the status of implementation of
corrective actions. The Committee also reviews the reports of the Statutory Auditors, significant accounting policies,
key audit matters and critical financial reporting processes.

Based on the evaluation carried out during the financial year under review, the Board is of the opinion that the Company
has adequate Internal Financial Controls with reference to the financial statements and that such controls were
operating effectively.

The Statutory Auditors have provided a report on the adequacy and operating effectiveness of the Internal Financial
Controls over Financial Reporting pursuant to Section 143(3)(l) of the Companies Act, 2013, which forms part of the
Auditors’Report.

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

Information as per Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in
Appendix 6

19. ANNUAL RETURN:

Pursuantto the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act,2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the
Company as on March 31,2026 is available on the Company’s website and can be accessed at www.skmegg.com.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, the performance of its Committees and that of the individual Directors.

The evaluation of the Board was conducted after seeking inputs from all Directors on various aspects, including the

composition and structure of the Board, effectiveness of Board processes, quality and timeliness of information flow,
strategic guidance, governance standards and overall functioning of the Board.

The performance of the Board Committees was evaluated by the Board after considering inputs from the respective
Committee members. The evaluation covered, inter alia, the composition of the Committees, effectiveness of
meetings, discharge of responsibilities and contribution towards the achievement of the Company’s objectives. The
evaluation criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India (SEBI).

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the
Chairperson of the Company and the Board as a whole was evaluated, taking into account the views of the Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee and the Board also reviewed the performance of individual Directors
based on various parameters such as participation and contribution in Board and Committee meetings, preparedness,
professional expertise, strategic inputs, governance oversight and value addition to the deliberations and decision¬
making process.

The performance evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding
the Director being evaluated. The Board is satisfied with the overall effectiveness of the Board, its Committees and
individual Directors.

21. Policy for Remuneration to Directors:I) Non-Executive Directors including Independent Directors:

The Nomination and Remuneration Committee (NRC) is entrusted with the responsibility of recommending the
remuneration payable to Non-Executive Directors, including Independent Directors, in accordance with the provisions
of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the
Company’s Remuneration Policy. The remuneration may comprise sitting fees, commission, reimbursement of
expenses, or such other permissible payments as may be approved by the Board and shareholders, wherever
required.

While determining the remuneration, the NRC considers various factors including the Directors’ attendance and
participation in Board and Committee meetings, their contribution to strategic decision-making, leadership roles such
as Chairmanship or membership of Committees, time devoted to the affairs of the Company, responsibilities
undertaken, guidance provided to the management, and the duties and obligations prescribed under Schedule IV of
the Companies Act, 2013 and the Listing Regulations. The NRC may also consider such other relevant factors as it
deems appropriate to ensure that the remuneration is fair, reasonable, and commensurate with the Directors’ roles,
responsibilities, and contributions to the Company.

II) Whole Time Director(s) / Executive Director(s) Key Managerial Personnel and other employees

The remuneration payable to the Whole-Time Directors and Executive Directors, including the Managing Director, is
determined and recommended by the Nomination and Remuneration Committee (NRC) and approved by the Board of
Directors and shareholders, wherever required, in accordance with the provisions of the Companies Act, 2013 and
other applicable laws. The remuneration shall be within the limits approved by the shareholders and shall be

commensurate with the individual’s qualifications, experience, responsibilities, performance, and contribution to the
Company’s growth and profitability.

The overall remuneration structure is designed to attract, motivate, and retain competent professionals and is aligned
with the Company’s long-term objectives and industry practices. The total compensation package for the Key
Managerial Personnel (KMPs), as defined under the Companies Act, 2013, and other employees may comprise the
following components:

» Fixed Compensation - Basic salary, allowances, and otherfixed pay components.

» Variable Compensation - Performance-linked incentives, annual bonuses, and other reward mechanisms based on
individual and organizational performance.

» Employee Benefits - Contributions to provident fund, gratuity, superannuation fund, leave encashment, insurance
coverage, and other statutory and non-statutory benefits.

» Perquisites and Work-Related Facilities - Company-provided facilities, reimbursements, and other perquisites as
may be approved from time to time in accordance with the Company’s policies and applicable laws.

The NRC periodically reviews the remuneration structure to ensure that it remains competitive, performance-driven,
and aligned with the interests of the Company and its stakeholders.

Ill) Performance Evaluation by the Board of its own performance and its Committees

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the
Company’s principle and values, philosophy and mission statement, strategic and business plans and demonstrating
this through its action on important matters, the effectiveness of the Board and the respective Committees in providing
guidance to the Management of the Company and keeping them informed, open communication, the constructive
participation of members and prompt decision making, level of attendance in the Board meetings, constructive
participation in the discussion on the Agenda items, monitoring cash flow profitability, income & expenses,
productivity & other financial indicators, so as to ensure that the Company achieves its planned results, effective
discharge of the functions and roles of the Board, etc

22. INDEPENDENT DIRECTOR MEETING:

Pursuant to the provisions of Schedule IV of the Companies Act, 2013, Secretarial Standard on Meetings of the Board
of Directors (SS-1), and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate
meeting of the Independent Directors was held on 30th March, 2026. During the meeting, the Independent Directors,
inter alia, reviewed and evaluated the performance of the Board as a whole, its Committees, the Chairman, and the
Non-Independent Directors. They also assessed the quality, quantity, and timeliness of the flow of information
between the Management and the Board to ensure that the Board is able to effectively and reasonably perform its
duties. Further, the Independent Directors discussed and carried out a self-assessment of their performance and
reviewed their training and familiarization requirements to enhance their effectiveness in discharging their roles and
responsibilities.

23. DECLARATION BY INDEPENDENT DIRECTOR:

All the Independent Directors of the Company have submitted the requisite declarations confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, as amended, and
Regulations 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience, and
proficiency required to discharge their duties and responsibilities effectively. The Independent Directors have further
confirmed their compliance with the provisions of Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules,2014, as amended, relating to the registration of their names in the Independent Directors' Databank
maintained by the Indian Institute of Corporate Affairs (IICA). They have also confirmed that they are not aware of any
circumstances or situation that exist or may reasonably be anticipated that could impair or impact their ability to
discharge their duties with an objective and independent judgment and without any external influence.

The Board has taken on record the declarations and confirmations submitted by the Independent Directors and is
satisfied that all the Independent Directors continue to fulfil the conditions specified under the Companies Act, 2013
and the Listing Regulations and remain independent of the Management.

24. DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of
Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount of principal or interest was outstanding as on 31st March, 2026.

There were no deposits remaining unclaimed or unpaid as at the end of the financial year.

25. POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to providing a work environment that is safe, secure, and free from any form of
discrimination, harassment, or intimidation. The Company firmly believes in promoting a culture of mutual respect,
dignity, and equal opportunity for all employees, irrespective of gender, sexual orientation, or any other personal
characteristic.

In compliance with the provisions of the Sexual Harassment of Women at Workplace(Prevention, Prohibition and
Redressal) Act, 2013 (”PoSH Act”), the Company has adopted a Policy on Prevention of Sexual Harassment and has
constituted an Internal Committee to address and redress complaints relating to sexual harassment at the workplace.
The Company continues to undertake necessary measures to create awareness and ensure a safe and conducive
working environment for all employees.

The details relating to complaints received and disposed of during the financial year are as follows:

No. of complaints received during the year- Nil
No. of complaints disposed off during the year- Nil
No. of complaints pending as on end of the year- Nil

The Company affirms that during the year under review, no complaint pertaining to sexual harassment was received
underthePoSH Act.

26. MATERNITY BENEFIT

The Company is committed to providing a supportive, inclusive, and equitable workplace for all employees. In
compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, the Company
extends all statutory maternity benefits to eligible women employees.

During the financial year under review, the Company has duly complied with the applicable provisions of the Act and
has provided eligible employees with maternity leave and other benefits as prescribed thereunder. The Company

continues to promote employee well-being by fostering a work environment that supports women employees during
maternity and facilitates their smooth transition back to work, in accordance with applicable laws and organizational
policies.

27. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the financial year ended 31 March 2026, there were no changes in the composition of the Board of Directors
and Key Managerial Personnel of the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting
held on 24 th June 2026, approved, subjectto the approval of the Members atthe ensuing Annual General Meeting, the
appointment of Shri. SKM Maeilanandhan (DIN: 00002380) as Chairman Emeritus of the Company on such terms and
conditions as set out in the Notice convening the Annual General Meeting.

The Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive,
Independent and Nominee Directors, which is in compliance with the requirements of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, SmtS Kumutaavalli (DIN: 00002390), Director, retires by rotation atthe ensuing Annual General Meeting
and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment for the approval of
the Members.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed underSection 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent
Directors possess the requisite integrity, expertise, experience and proficiency required to effectively discharge their
duties and responsibilities.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following officials continued to serve as the
Key Managerial Personnel of the Company during the year under review:

i) Shri. SKM.Maeilanandhan, Executive Chairman,

ii) Shri. SKM Shree Shivkumar, Managing Director,

Hi) Shri SK Sharath Ram, Executive Director

iv) Shri. K.S. Venkatachalapathy, Chief Financial officer

v) Shri. P Sekar, Company Secretary and Compliance Officer.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in Section 134 (3) (c) of the Companies Act, 2013, shall state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them 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 ofthe financial year and profit of the Company forthat period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There have been no significant and material orders passed by the Regulators, Courts or Tribunals which would impact
the going concern status and Company’s operations in future.

30. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the financial year ended 31 March 2026, there was no change in the nature of business of the Company. The
Company continued to carry on its existing business activities during the year under review.

31. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the financial year ended 31 March 2026, no application was made and no proceedings were pending against
the Company underthe Insolvency and Bankruptcy Code, 2016.

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

The requirement to disclose the details of the difference between the amount of valuation done at the time of one-time
settlement and the valuation done while availing loans from banks or financial institutions, along with the reasons
thereof, is not applicable to the Company during the financial year ended 31 March 2026.

33. AUDITORS & AUDITORS REPORTA) STATUTORYAUDITOR

M/s. N.C. Rajagopal & Co., Chartered Accountants, Erode (Firm Registration No. 003398S),were appointed as the
Statutory Auditors of the Company at the 27th Annual General Meeting held on 16 September 2022 for a term of five
consecutive years, to hold office from the conclusion of the 27 th Annual General Meeting until the conclusion of the
32 nd Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria and are not disqualified from
holding office as Statutory Auditors of the Company in terms of the provisions of the Companies Act, 2013 and the
rules made thereunder.

B) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members of the
Company at the 30th Annual General Meeting held on 03 September 2025, upon the recommendation of the Board of
Directors, approved the appointment of Mr. R. Saiprasath, Practising Company Secretary, Coimbatore(Membership

No. F11555; Certificate of Practice No. 16979), as the Secretarial Auditor of the Company for a term of five
consecutive financial years commencing from FY 2025-26and ending with FY 2029-30.

The Secretarial Audit Reportforthe financial year ended 31 March 2026, issued by the Secretarial Auditor pursuant to
Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms part of this Annual Report as
Appendix 7.

C) INTERNALAUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made there under, the Company
has appointed M/s. VRBB Associates, Chartered Accountants, Chennai, as the Internal Auditors of the Company.

The Internal Auditors conduct periodic audits of the Company’s operations and processes to evaluate the adequacy
and effectiveness of the internal control systems and risk management framework. The internal audit reports, together
with management responses and corrective actions, are periodically reviewed by the Audit Committee and the Board
of Directors.

d) COSTAUDITOR

The maintenance of cost records and the requirement of cost audit as specified under Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company and its
business activities during the financial year ended 31 March 2026.

34. REPORTING OF FRAUD BY STATUTORY AUDITORS

During the financial year ended 31 March 2026, the Statutory Auditors have not reported any instance of fraud
committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

35. COMMENTS ON AUDITORS'REPORT:

The Statutory Auditors’ Report and the Secretarial Audit Report for the financial year ended 31March 2026 do not
contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comments of the
Board are required in this regard. However with reference to the observation made by the Secretarial Auditor the
company has taken note of the shares and is in the process of transfering the unpaid/ unclaimed dividend percaintaing
to the financial year 2017-2018.

36. PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS:

The particulars of investments made by the Company are provided in the notes forming part of the Financial
Statements. During the financial year ended 31 March 2026, the Company did not grant any loans or provide any
guarantees or securities covered underthe provisions of Section 186 of the Companies Act, 2013.

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,the prescribed disclosures relating to
remuneration and other employee-related particulars are set out in
Appendix - 8, which forms an integral part of this
Annual Report.

The disclosures pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 are provided in Appendix-8 forming part of this Report.

38. PROHIBITION OF INSIDER TRADING:

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time ("PIT Regulations"), the Company has adopted a comprehensive
Code of
Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives
("Code").
The Code is applicable to all Directors, Designated Persons, Connected Persons and their immediate relatives who
may have access to unpublished price sensitive information ("UPSI") relating to the Company.

In compliance with the PIT Regulations, the Company has also formulated and implemented a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information,
with a view to ensuring timely,
adequate and uniform dissemination of UPSI to the public.

Mr. R Sekar, Company Secretary, acts as the Compliance Officerforthe administration and monitoring of the aforesaid
Codes. The Company has established adequate systems and processes to ensure compliance with the PIT
Regulations and the internal codes adopted thereunder.

All Directors, Designated Persons and Senior Management Personnel have affirmed compliance with the applicable
codes and policies of the Company during the year under review. The Company has also complied with the applicable
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The aforesaid Codes are available on the Company's website atwww.skmeaa.com.

39. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries
of India (ICSI), namely Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial
Standard-2 (SS-2) on General Meetings, as mandated under Section 118(10) of the Companies Act, 2013.

The Company continues to adhere to the principles and procedures prescribed under the aforesaid Secretarial
Standards in conducting its Board and General Meetings, thereby ensuring robust corporate governance and
compliance with statutory requirements.

40. CEO/CFO CERTIFICATION:

Pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the certificate issued by Shri SKM Shree Shivkumar, Managing Director (CEO) and
Mr. K. S. Venkatachalapathy, Chief Financial Officer (CFO), confirming the accuracy of the financial statements and the
adequacy and effectiveness of internal controls and financial reporting systems, was placed before the Board of
Directors at its meeting held on 22nd May 2026.

The said certificate forms part of this Annual Report and is annexed as Appendix- 9.

41. INDUSTRIAL RELATIONS:

The industrial relations between the Management and employees remained cordial, harmonious and constructive
throughout the year under review. The Company continued to maintain a positive work environment through effective
communication, employee engagement and a collaborative approach towards addressing workplace matters.

The Board places on record its appreciation for the commitment, dedication and contribution of all employees, whose
continued support has been instrumental in the Company's performance and growth. The Company remains
committed to fostering a culture of mutual trust, respect, teamwork and employee well-being.

42. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise,
experience and proficiency as required under the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors are persons of high repute
and bring with them rich and diverse experience across various fields, including business management, finance,
governance, strategy, industry, law and administration.

The Board is of the view that the Independent Directors fulfil the conditions of independence specified under the
Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management. Their extensive
knowledge, professional expertise, leadership qualities and objective judgement contribute significantly to the
deliberations and decision-making processes of the Board and its Committees.

The Board is satisfied that the composition of the Board reflects an appropriate balance of skills, experience, expertise,
financial acumen and professional competence, enabling it to effectively discharge its governance and oversight
responsibilities in the best interests of the Company and its stakeholders.

43. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has established a structured Familiarisation Programme for its
Independent Directors to enable them to understand the Company's business, industry, operations, regulatory
environment and governance practices.

Upon appointment, all Directors, including Independent Directors, are provided with a comprehensive induction and
orientation programme. As part of the familiarisation process, the Directors are encouraged to visit the Company's
manufacturing facilities and other operational locations and interact with members of the senior management team to
gain insights into the Company's business operations and processes.

The senior management periodically makes presentations to the Board and its Committees covering, inter alia, the
Company's business model, strategy, operations, products, markets, financial performance, industry developments,
risk management framework, internal control systems, regulatory updates, group structure and governance
practices. These interactions facilitate a deeper understanding of the Company's business environment and enable the
Independent Directors to effectively discharge their duties and responsibilities.

44. CREDIT RATING:

During the year under review, the credit ratings assigned by CARE Ratings Limited to the Company's banking facilities
were reaffirmed, reflecting the Company's stable financial position and credit profile. The details of the ratings are
provided below:

Facilities/lnstruments

Rating

Rating Action

Long term Bank Facilities

CARE A-; Stable

Re-affirmed

Long Term /Short term Bank Facilities

CARE A-; Stable / CARE A2

Re-affirmed

Short-term Bank Facilities

CARE A2

Re-affirmed

45. GREEN INITIATIVE:

In line with the Ministry of Corporate Affairs' (“MCA”) Green Initiative and as part of its commitment towards
environmental sustainability, the Company supports the electronic dissemination of Annual Reports, Notices and
other shareholder communications to Members through their registered email addresses.

The Company encourages all shareholders to register and update their email addresses to enable prompt and efficient
electronic communication and to contribute towards a greener environment by reducing paper consumption.

Shareholders holding shares in dematerialized form are requested to register/update their email addresses with their
respective Depository Participants (“DPs”). Shareholders holding shares in physical form may register/update their
email addresses with the Company's Registrar and Share Transfer Agent (“RTA”) by submitting a duly signed request
mentioning their Folio Number and other requisite details.

The Company appreciates and solicits the continued support of its shareholders in promoting this environmentally
responsible initiative.

46. CAUTIONERY STATEMENT:

Statements contained in this Annual Report, including those in the Directors' Report and the Management Discussion
and Analysis Report, describing the Company's objectives, expectations, estimates, projections or forecasts may
constitute “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may
differ materially from those expressed or implied in such statements due to various risks, uncertainties and other
factors beyond the Company's control.

Important factors that could influence the Company's operations and performance include, among others, changes in
market demand and supply conditions, fluctuations in input costs, changes in government policies and regulations,
tax laws, economic conditions, industry developments, foreign exchange fluctuations and other incidental factors.

The Company undertakes no obligation to publicly update, amend or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as required under applicable laws and regulations.

47. ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere gratitude to the Company's shareholders, customers, bankers,
financial institutions, vendors, business associates and all other stakeholders for their continued trust, support and
cooperation extended to the Company during the year under review. The Board looks forward to their continued
encouragement and support in the years ahead.

The Directors also express their deep appreciation to all employees of the Company for their dedication, commitment,
professionalism and valuable contributions. Their unwavering efforts and collective commitment have played a
significant role in the Company's performance and achievements during the year.

For and on behalf of the Board of Directors

Sd/-

SKM Shree Shivkumar

Chairman cum Managing Director
DIN:00002384

Place: Erode
Date: 29.07.2026


 
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