S K International Export Ltd Directors Report

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2025.

Further, during the year under review, the Company was not required to transfer any unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund.

The details of transfer to reserves are provided in Note 3 of the financial statements for the year under review.

The financial year under review was marked by significant headwinds for the Company, as it navigated through a challenging business environment. A notable dip in demand both in international and domestic markets had a visible impact on the Companys performance.

Our total revenue for the year stood at 262.26 lakhs, reflecting a decline of approximately 37.61% from 420.29 lakhs recorded in the previous financial year ended March 31, 2024 (“Previous year”). This contraction was largely due to reduced export orders, subdued consumer sentiment, and increasing competition within the industry.

Exports, which have historically been a key revenue driver for us, especially in European markets such as Spain, Germany, France, the Netherlands, and the UK, declined sharply. Our export income fell to 129.65 lakhs, down 38.20% from the previous years 209.84 lakhs. Many of our clients in these regions exercised caution in procurement, contributing to the fall in overseas orders.

On the domestic front, we faced similar challenges. Revenue from domestic sales slipped to 123.81 lakhs, showing a 33.15% decline from 185.20 lakhs in the previous year. Factors such as inflationary pressures, lower discretionary spending, and delayed buying patterns influenced demand across our product lines.

Our services segment was also affected, with income reducing significantly to 8.80 lakhs, a 65.14% drop from 25.25 lakhs in the previous year. The slowdown in ancillary service demand and lower client activity levels contributed to this decline.

While these numbers are reflective of a difficult year, they also serve as a catalyst for change. In response, the Company has undertaken several steps to adapt streamlining operations, recalibrating product offerings, and controlling costs. We are also focusing on expanding our domestic presence, entering new product segments, and deepening engagement with existing customers.

The management remains committed to navigating the evolving landscape with resilience and agility. Though the year presented unexpected challenges, it also strengthened our resolve to build a more robust and future-ready organization.

Your Directors wish to state that the Company is constantly looking for new avenues and concepts to be introduced for the line of products and services provided by the Company. The Company is continually working on its quality controls in order to better serve its customers. Additionally, the Company is making efforts to reduce its operational overheads.

There were no changes in the nature of main businesses of the Company during the year under review.

As on March 31, 2025, Authorised Share Capital of the Company was 7,70,00,000/- (Indian Rupees Seven Crores and Seventy Lakhs only) divided into 77,00,000 (Indian Rupees Seventy Seven Lakh) equity shares of face value of 10/- (Indian Rupees Ten only) each.

ii. Issued, Subscribed and Paid-up Share Capital:

As on March 31, 2025, the Issued, Subscribed and Paid-up share capital of the Company was 7,33,19,540 (Indian Rupees Seven Crore Thirty Three Lakhs Nineteen Thousand Five Hundred and Forty) divided into 73,31,954 (Seventy Three Lakh Thirty One Thousand Nine Hundred and Fifty Four) equity shares of face value of 10/- (Indian Rupees Ten only) each.

iii. Preferential Allotment or private placement:

The Company has not issued any equity shares on preferential allotment or private placement basis during the year under review.

iv. Rights issue:

The Company has not issued any equity shares on rights basis during the year under review.

v. Employees Stock Option:

During the year under review, the Company has not granted any employees stock options.

vi. Sweat Equity Shares:

The Company has not issued any sweat equity shares during the year under review.

vii. Equity shares with differential rights:

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review.

viii. Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

ix. Bonus Shares:

The Company has not issued any bonus shares during the year under review.

For further details on the Share Capital, kindly refer to note 2 of notes to Accounts of the financial statements.

There were no major events having any bearing on the Companys affairs after the end of the FY.

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the FY of the Company to which the financial statements relate and till the date of this Report.

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

10. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company did not have any subsidiaries, joint ventures or associate Companies during the year under review.

Further during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of the Company.

11. Board of Directors

(a) Changes in the composition of the Board:

There were no changes in the composition of the Board of Directors during the year under the review.

Further after the end of the year under review, the following changes took place in the Directors of the Company:

(i) Mr. Jay Narayan Nayak, Independent Director of the Company, resigned from his position with effect from May 02, 2025.

(ii) Mr. Rajesh Hariram Bhalla was appointed as additional Director (Independent) with effect from August 20, 2025. Mr. Bhalla appointment as Director is a part of the notice of the AGM and hence all details of his appointment are enclosed in the AGM notice forming part of this Annual report.

(b) Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013 and Articles of association of the Company, Ms. Purti Hitesh Sadh (DIN: 08228285), Director of the Company, is liable to retire by rotation at this Annual General Meeting (‘AGM) and being eligible, is seeking re-appointment. The Members of the Company may refer to the accompanying Notice of the AGM for the profile of Ms. Sadh.

The Board recommends her re-appointment.

(c) Declaration by the Independent Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act.

The Board is of the opinion that the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

Lastly during the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.

(d) Number of Meetings of the Board:

The Board of Directors duly met 6 (Six) times during the year under review in respect of which proper notices were given and the proceedings of the meetings were properly recorded and signed in the Minutes Book maintained for the purpose.

(e) Company Policy on Director Appointment, Remuneration and Annual Formal Evaluation:

The Company has in place a policy relating to Directors Appointment, remuneration, and other related matters under Section 178(3) of the Companies Act, 2013.

According to such policy, the NRC is responsible for developing the skill set and expertise required by the candidate for his appointment on the Board of the Company considering the goals and objectives of the Company.

The NRC has also formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of the provisions of Section 178(3) of the Companies Act, 2013.

The NRC reviews and vets the profiles of potential candidates in terms of the competency required for such appointment to be made prior to making recommendations of their nomination to the Board.

The annual evaluation process of individual Directors, the Board and Committees was conducted in accordance with the provision of the Companies Act, 2013.

The Board evaluated its performance 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.

Appointment and evaluation of the Independent Directors are governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.

In a separate meeting of Independent Directors held on March 10, 2025, performance of Non-Independent Directors and the Board as a whole was evaluated.

The Board also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(f) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein as on end of the financial year under review:

(i) Audit Committee:

The Audit Committee (AC) comprises of the following Members:

The AC was reconstituted on May 30, 2025 by appointing Mr. Bhavin Mehta as Member of the Committee in place of Mr. Jay N

Nayak who had resigned.

The AC met 4 (Four) times during the year under review; All the recommendations of the AC were accepted by the Board; The terms of reference of the AC have been duly approved by the Board of Directors and adopted by the AC.

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (‘NRC) comprises of the following Members:

The NRC was reconstituted on August 20, 2025 by appointing Mr. Rajesh H Bhalla as Member of the Committee in place of Mr. Jay N

Nayak who had resigned.

The NRC met 2 (Two) times during the year under review; All the recommendations of the NRC were accepted by the Board;

The terms of reference of the NRC have been duly approved by the Board of Directors and adopted by the NRC .

(iii) Stakeholders Relationship Committee:

The Stakeholder Relationship Committee comprises of the following Members:

The Stakeholders Relationship Committee met 1 (one) time during the year under review. The terms of reference of the Committee have been duly approved by the Board of Directors and adopted by the Stakeholders Relationship Committee.

(g) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanism for the employees and officers (hereinafter referred to as “Whistle Blower”) of the Company to report genuine concerns like fraudulent practices if any are being conducted, if there are instances of corruption, bribery and money laundering or if there are any breaches of the Code of Conduct.

The Company has in place multiple channels for reporting concerns by the whistle blower, wherein they can approach Mr. Akshar Patel, the Chairman of Audit Committee, to report the aforementioned concerns. Such concerns can either can be mailed to info@skinternational.in or can be sent by letter addressed to the Audit Committee, marked "Private and Confidential” and such letter be delivered to the registered office of the Company.

Your Directors would like to inform that the no such concerns were received during the year under review.

(h) Directors Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(ii) 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 FY and of the profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

12. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

13. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel (“KMPs”) during the year under review:

(i) Ms. Vaishnavi Rohidas Nighot, resigned from her position as Company Secretary and the Compliance Officer of the Company with effect from April 30, 2024.

(ii) Ms. Riya was appointed as the Company Secretary and the Compliance Officer of the Company with effect from July 7, 2024, to fill the casual vacancy caused due to the resignation of Ms. Vaishnavi Rohidas Nighot.

14. Auditors:

(a) Appointment of Statutory Auditors:

(a) Appointment of Statutory Auditors:

M/s. SDA & Associates, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 120759W) have been appointed as Statutory Auditors of the Company for a term of 5 years i.e. upto the conclusion of the Annual General Meeting to be held in the year 2029, subject to their eligibility.

M/s. SDA & Associates, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 120759W) have given their written consent and eligibility to act as the Statutory Auditors of your Company and have confirmed that the said appointment would be in conformity with the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules 2014.

(b) Auditors Report:

The Auditors Report on the Financial Statements of the Company for the year under review does not have any qualification.

The Auditors report has the following remark in the auditors report:

We draw your attention to Notes of the financial statement with respect to the balances of Other Long Term Liability, Trade Payables, Long-Term Loans and Advances, Other Non-Current Assets, Trade Receivables, Short-Term Loans and Advances and transactions therewith are analysed but are subject to confirmation and adjustments necessary upon reconciliation thereof Pending adjustments on confirmation I reconciliation, if any, the balances are shown as good, in the opinion of the management. However, the final effect thereof, on Profit/ Loss, Assets and Liabilities, if any, is not ascertainable.

Management response:

The Auditors report has a remark which is self-explanatory and hence does not require any further clarification of the Board of Directors of the Company.

(c) Reporting of frauds by the auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government:

The Auditors of the Company, M/s. SDA & Associates, have not reported any instances of fraud to the Board of Directors and Audit Committee during the year under review in terms of Section 143(12) of the Companies Act, 2013.

15. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed KNK & Co LLP, Company Secretaries in Practice, having firm registration number (hereinafter referred to as ‘FRN) L2018MH002800 to undertake Secretarial Audit of the Company for the year under review.

The Secretarial Audit Report issued by KNK & Co LLP, annexed as Annexure A, forms an integral part of this Report and confirms that there are no qualifications or adverse remarks.

16. Deposits:

The Company has neither invited nor accepted any deposits during the year under review. Accordingly, no amount of principal or interest related thereto was outstanding as on March 31, 2025.

17. Unsecured Loans from Directors:

During the year under review, the Company has accepted an unsecured loan from the Directors or their relatives, who have provided a declaration in writing to that effect that the amount is not been given out of funds acquired by him by borrowing or accepting loans or deposits from others. The details of the loans are provided in note 4 of the financial statements.

18. Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013:

The Company has made investments pursuant to Section 186 of the Companies Act, 2013, details of which are provided in Note No. 15 of the Financial statements for the year under review.

Further during the year under review, the Company has not given any loans or provided any guarantees under the provisions of Section 186 of the Companies Act, 2013.

19. Extract of Annual Return:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 25 is uploaded on the website of the Company and the same is available on http://skinternational.in/.

20. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, entered into during the year under review were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of ‘ordinary course of business and ‘Arms Length Price

During the year, the Company has not entered any transaction with Related Parties which is not in its ordinary course of business or not on an arms length basis. Further, there were no transaction requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.

21. Corporate Social Responsibility:

The provisions of Section 135 with respect to Corporate Social Responsibility were not applicable to the Company during the year under review.

The Company was also not required to develop and adopt any policy on Corporate Social Responsibility during the year under review.

22. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures with reference to the Financial Statements and have also evaluated its effectiveness. The internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such systems existing in the organisation are adequate.

23. Internal Audit:

The Company conducts its Internal Audit within the parameters of regulatory framework.

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

24. Statement on remuneration of employees of the Company:

The Company has two Executive Directors, one of whom is the Managing Director of the Company.

(a) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

(b) The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance at info@skinternational.in.

None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

25. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (‘ICC) is in place to redress complaints received regarding sexual harassment.

(a) Number of complaints of sexual harassment received in the year - Nil. (b) Number of complaints disposed off during the year Not applicable. (c) Number of cases pending for more than ninety days Not applicable.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as ‘Annexure B.

27. Code of conduct:

The Board of Directors has approved a Code of Conduct which is applicable to all the Directors, KMPs and Senior Management of the Company.

All Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the year under review.

28. Corporate Governance:

As per the Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provision of Corporate Governance as prescribed in regulation 17 to 27 and Clauses (b) to (i) and (t) of Sub- Regulation (2) of regulation 46 and Para C D and E of Schedule V are not applicable to the Company as the Company is listed on the SME Platform of BSE Limited.

Hence, no corporate governance report is provided as an annexure to this report.

29. One time settlement with Banks or Financial Institution:

There was no instance of one-time settlement with any Bank or Financial Institution during the year under review.

30. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016:

There was no proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

31. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act,2013:

The Company is not required to maintain the cost records in terms of under sub-section (1) of section 148 of the Companies Act,2013 during the year under review.

32. Compliance with the Maternity Benefit Act, 1961:

The Company remains fully compliant with the Maternity Benefit Act, 1961, along with all its applicable amendments and associated rules. We are committed to fostering a safe, inclusive, and supportive work environment for our women employees.

All eligible women employees are provided maternity benefits as mandated by law, which include paid maternity leave, nursing breaks, and protection from dismissal during their maternity period. Beyond legal compliance, the Company is mindful to ensure that maternity is never a ground for discrimination whether in hiring, promotions, or day-today service conditions.

Our internal systems and HR policies are thoughtfully designed to reflect both the spirit and the letter of the law, ensuring dignity, respect, and care for all women during this important phase of life.

33. 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:

Not Applicable.

34. Risk Management:

The Board of the Company has adopted Risk Management Policy to identify, analyse and assess the potential risks associated with the business operations of the Company thereby limiting the Company in achieving its objectives.

The internal controls and procedures established in the organisation are in line with risk management policy of the Company for timely and quick response to all the identified risks.

The Audit Committee has an additional oversight on the financial risks and controls.

The policy has been reviewed and updated by the Board of Directors at the regular intervals during the year under review for ensuring its effectiveness.

35. Acknowledgements:

The Directors wish to convey their appreciation to all of the Companys employees for their contribution towards the Companys performance. The Directors would also like to thank the members, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.