SKM Egg Products Export (India) Ltd

To,

The Members,

The Directors are pleased to present the Twenty Nineth (29th) Annual Report of the Company together with the audited financial statements (standalone and consolidated) for the year ended 31st March 2024.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re- enactments) thereof, for time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations"), this report covers the financial results and other developments during the financial year ended 31st March 2024, in respect of M/s. SKM Egg Products Export (India) Limited

(Rs. in Lacs)

(Rs. in Lacs)

Standalone Financial Results:

During the Financial Year (FY) 2023-24, the Company has achieved highest ever operating income of 68,995.23 Lakhs as compared to 65,713.62 Lakhs in FY 2022-23. The profit before tax for FY 2023-24 stood at 11,245.61 Lakhs compared to 10,196.37 Lakhs achieved in FY 2022-23. The profit after tax stood at 8,723.44 Lakhs for FY 2023-24 as compared to 7,543.51 Lakhs for the previous year.

Consolidated Financial Results:

The Company's consolidated revenue for FY 2023-24 was 70,112.60 Lakhs as compared to 66,177.04 for the previous year. During the year under review, the consolidated profit after tax stood at 8,889.56 Lakhs as compared to 7,598.48 Lakhs for the previous year.

2. DIVIDEND:

For the FY 2023-24, the Company declared a final dividend of Rs 2.50 Paise on equity shares of Rs 10/- each with the total outlay of Rs 658.25 Lakhs .

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

3. TRANSFER TO RESERVE:

The Company has not transferred any amount to the Reserves for the financial year ended 31st March, 2024.

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

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Act, the dividend amount of Rs. 9,49,944 along-with the shares (63,898 nos) for the financial year 2015-16 (Interim) which remains outstanding, transferred to the IEPF by the Company during the year ended 31st March, 2024

5. SHARE CAPITAL:

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

The Paid-up Share Capital of the Company as on 31st March, 2024 is Rs. 26,33,00,000 divided into 2,63,30,000 Equity Shares of Rs10 each fully paid up.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2023-24, seven meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

7. BOARD COMMITTEES:

The details of each of the Committees comprising their composition, charter and details of meetings held during the year are provided in the Corporate Governance Report, Appendix1 to this Report.

8. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) of the Listing Regulations a report on Corporate Governance along with a Certificate from the statutory auditor towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Appendix 1.

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31s' March, 2024 to which the Financial Statements relates and the date of signing of this report.

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

Details of Foreign subsidiaries SKM EUROPE BV

During the year under review, our Foreign Subsidiary has posted a turnover of Rs.2,394.60 lakhs. The loss for the year amounted to Rs.16.00 lakhs.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's Subsidiaries and Associate Company in Form No. AOC-1 is attached to this report as Appendix-2

11. DEMATERIALISATION OF SHARES:

The Company's shares are compulsorily traded in dematerialised form on NSE and BSE. Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE411D01015.

Shareholders were advised to convert their holdings from physical mode to Demat mode considering overall merits of the depository system and total prohibition on transfer of shares in physical mode from 01.04.2019. Transposition and Transmission are, however, exempted from this amendment. No request for Transfer of shares in physical mode was received during the FY 2023 - 2024.

The details of Dematerialised and physical holding of shares, as on 31st March, 2024:

The Company's Registrar is M/s Link Intime India Pvt Limited., having their branch Office at "Surya", 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028, Tamil Nadu (RTA).

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed discussion on the industry structure as well as on the financial and operational performance is contained in the 'Management Discussion and Analysis Report' that forms an integral part of this Report - Appendix-3.

13. CORPORATE SOCIAL RESPONSIBILITY ('CSR'):

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.skmegg.com. An Annual Report on CSR activities of the Company during the financial year 2023-24 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Appendix 4 to this Report

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAS BEEN DENIED ACCESS TO THE AUDIT COMMITTEE;

The Company has in place a Vigil Mechanism / Whistle Blower Policy which facilitates the stakeholders to have direct access to the management and the Audit Committee, to report concerns about any unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. It is hereby affirmed that no employee has been denied access to the Audit Committee. The said policies are also available on the website of the Company i.e. https//:www.skmegg.com

15. RELATED PARTY TRANSACTIONS:

The Board had formulated the policy on Related Party Transactions (RPTs) in line with Section 188 of the Companies Act, 2013. During FY 2023-24, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. There were no materially significant Related Party Transactions made by the Company during the year

The policy on materiality of and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is www.skmegg.com there are no transactions which are not on arm's length basis and material in nature, Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and in compliance with the Listing Regulations, is enclosed to this report as Appendix 5

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 adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and the operations of the Company and recommendations made for corrective action through the internal audit reports. The Committee reviews the statutory auditors' report, key issues, significant processes, and accounting policies. The Directors confirm that the Internal Financial Controls are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Act certifying the adequacy of Internal Financial Controls is annexed with 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. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (as amended), is placed on the website of the Company and is accessible at the web-link www.skmegg.com

20. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non- executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Performance Evaluation of the Independent Directors was carried out by the entire Board. The policy is available on the website of the company at www.skmegg.com

I) Non-Executive Directors including Independent Directors:

The Nomination and Remuneration Committee (NRC) shall decide the basis for determining the compensation, both Fixed and Variable, payable to the Non-Executive Directors, including Independent Directors, whether as commission or otherwise. The NRC shall take into consideration various factors such as Director's participation in Board and Committee meetings during the year, other responsibilities undertaken, such as membership or chairmanship of committees, time spent in carrying out their duties, role and functions as envisaged in Schedule IV of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and such other factors as the NRC may deem fit for determining the compensation.

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

The compensation paid to the executive directors (including the Managing Director) will be within the scale approved by the shareholders. The elements of the total compensation, approved by the Nomination and Remuneration Committee will be within the overall limits specified under the Act

The Company's total compensation for Key Managerial Personnel as defined under the Act / other employees will consist of:

? fixed compensation

? variable compensation in the form of annual incentive ? benefits

? work related facilities and, perquisites

III) 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:

As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 on Board Meetings ('SS-1') and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, during FY24, a meeting of the Independent Directors was held on 18th March, 2024, to discuss inter-alia the performance evaluation of the Board, its Committees, Chairman and the individual Directors, assessment of information flow from Management to the Board and evaluation and self-assessment of the training requirements of Independent Directors.

23. DECLARATION BY INDEPENDENT DIRECTOR:

All the Independent Directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16(1)(b) and 25 of the Listing Regulations. The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors maintained by Indian Institute of Corporate Affairs.

24. DEPOSITS:

The company has not accepted deposits from the public.

25. POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has put in place anti sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy is gender neutral. Internal Complaints Committee has been set up to redress the complaints received, if any, regarding sexual harassment. No complaint on sexual harassment was received during FY 2023-2024

26. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During Financial year 2023-24, the Board of Directors at its meeting held on 2nd August 2023 appointed Mr B Elangovan as an Additional Director (Nominee Director as per letter received from TIDCO) and regularised his appointment as Nominee Director with the approval of 28th Annual General Meeting of the Shareholders.

Shri SK Sharath Ram who was appointed as an Additional Director and with the approval of shareholders, his appointment was regularised and through Postal Ballot notice dated 04th December, 2023. Shri SK Sharath Ram has been redesigned as an Executive Director for the period of five years.

Pursuant to Section 203 of the Companies Act, 2013, the following persons have been designated as the Key Managerial Personnel of the Company

i) Shri. SKM.Maeilanandhan, Executive Chairman,

ii) Shri. SKM Shree Shivkumar, Managing Director,

iii) Shri. SK Sharath Ram, Executive Director,

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

v) Shri. FI Sekar, Company Secretary.

27. 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 of the financial year and profit of the Company for that 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.

28. 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.

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

There was no change in the nature of business of the Company during the financial year ended 31st March2024.

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

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-2024.

31. 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:

Not applicable during the financial year.

A) STATUTORY AUDITOR

The Company obtained the approval of Shareholders at the 27th AGM held on 16th September, 2022 for the appointment of M/s. N.C. Rajagopal& Co., Chartered Accountants, Erode (Firm Registration No 003398S) as Statutory Auditors of the Company for a term of Five years to hold office from the conclusion of the 27thAnnual General Meeting till the conclusion of 32ndAnnual General Meeting.

B) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Mr. R. Saiprasath, Company Secretary in Practice, Coimbatore. (CP No.:16979, Membership No: F 11555), to undertake the secretarial audit of the company for the FY2023-24. The report of the secretarial audit of the company is annexed herewith as Appendix-7

The Company has undertaken an audit for the Financial Year ended 31st March, 2024 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report, issued by Mr. Saiprasath, Company Secretary in Practice, Coimbatore. (CP No.:16979, Membership No: F 11555), have confirmed compliance with securities laws applicable to the Company and the same has been taken on record by the Board of Directors at its meeting held on 22nd May, 2024. The compliance report does not contain any qualification, reservation, adverse remark and the Board has approved filing of the same with the stock exchanges.

C) INTERNAL AUDITOR

The company has appointed Mr. R. Muralitharan B.Com., FCA., Chartered Accountant as a Internal Auditor of the company and their report reviewed by the Audit Committee & Board

D) COST AUDITOR

The requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

33. REPORTING OF FRAUD BY STATUTORY AUDITORS

There were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Act..

34. COMMENTS ON AUDITORS' REPORT:

There was no qualification, reservations or adverse remarks made by the Statutory Auditor and the Secretarial auditor in their respective reports. In respect of the observations made by the secretarial auditor, the same is self-explanatory.

35. PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS:

During the year, the Company did not give any loan or provided any Security or Guarantee details of investment, have been given in the notes to the Financial Statements.

36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Appendix-8

37. INSIDER TRADING CODE:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations.. Mr. FI Sekar, Company Secretary has been designated as Compliance Officer for this purpose. All Board Members and Senior Management personnel have affirmed their compliance with the code of conduct for the year under review. The Company has duly complied with all the mandatory listing agreement. The Code has been hosted on the Company's website www.skmegg.com

38. SECRETARIAL STANDARDS & SECRETARIAL AUDIT:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively

39. CEO/CFO CERTIFICATION:

CEO certification by Shri SKM Shree Shivkumar, Managing Director and CFO certification by Mr. K S Venkatachalapathy, Chief Financial Officer as required under Regulation 17 (8) of the Listing Regulations were placed before the Board at its meeting on 22.05.2024. The certification has been annexed as Appendix - 9.

40. INDUSTRIAL RELATIONS:

The Industrial Relations between the Management and Employees were cordial during the year.

41. 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 Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.

42. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the manufacturing facility and resorts of the Company and interact with members of Senior Management as part of the induction programme. The Senior Management make presentations giving an overview of the Company's strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management. The details of the familiarization programme undertaken have been uploaded on the Company's website.

43. CREDIT RATING:

44. GREEN INITIATIVE:

As a socially responsible corporate entity, the Company embraces and endorses the 'Green Initiative' initiated by the Ministry of Corporate Affairs, Government of India, which allows for electronic delivery of documents, such as the Annual Report, quarterly and half-yearly results, and other relevant documents, to Shareholders via their registered email addresses with DPs and RTAs. Shareholders who haven't registered their email addresses are kindly requested

to do so. Those who hold shares in demat form may register their email addresses with their respective DPs, while those with physical shares may register their email addresses with the RTA by sending a signed letter from the first/sole holder, specifying their Folio No.

45. CAUTIONERY STATEMENT:

The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company's performance could be the demand and supply for Company's product and services, changes in Government regulations, tax laws and other factors.

46. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.