S K International Export Ltd Directors Report

To

The Members

SK International Export Limited

The Board of Directors (hereinafter referred to as ‘the Board) are pleased to present the sixth Annual Report on the business and operations of SK International Export Limited (hereinafter referred to as ‘the Company) along with the Audited Financial Statements and Auditors reports thereon for the financial year (hereinafter referred to as ‘FY) ended March 31, 2024 (hereinafter referred to as ‘year under review).

1. Financial results:

(Rs. in Lakhs)

Standalone Financial Results

Particulars	For the Financial Year Ended March 31, 2024	For the Financial Year Ended March 31, 2023
Total Revenue	464.52	739.77
Total Expenses	613.60	728.44
Exceptional Items	-	-
Profit/(Loss) before Tax	(149.08)	11.33
Provision for:
a. Current Tax	-	-
b. Deferred Tax Liability (Asset)	-	42.14
c. Excess/(shortfall) provision for previous years	1.77	-
Profit/(Loss) after Tax	(150.85)	(30.81)

2. Dividend:

Your Directors regret their inability to recommend any dividend for the financial year ended March 31, 2024.

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.

3. Transfer to reserves, if any:

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

4. State of affairs of the Company:

The Company witnessed a declined demand for its products and services during the year under review. As a result, the export revenues earned by the Company during the year under review were 209.84 lakhs as compared to 231.78 lakhs earned during the previous financial year ended on March 31, 2023 (‘Previous FY). Similarly, there was marginal reduction in the revenues earned from its domestic sales during the year under review which amounted to 185.20 lakhs as compared to 310.46 lakhs earned during the previous FY.

With respect to the services provided by the Company, the Company saw a decrease in revenue from sales to 14.90 lakhs as compared to 147.97 lakhs earned during the previous FY.

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.

5. Change in the nature of business, if any:

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

The Company had considered entering a new segment to diversify its business operations. This new segment would involve conducting business both in India and abroad, including buying, selling, importing, exporting, distributing, stocking, trading, and dealing in various automobile parts and accessories. These items include automotive gears, transmissions, axles, universal joints, springs, headlamps, sealed beams, induction-hardened pins, alloy springs, and other related components. The Company also plans to act as distributors, brokers, and marketing agents for these products

As on date of the report, the Company had not carried out any business in the aforesaid new segment.

Further to enter into the aforesaid new segment, the Company had altered its Memorandum of Association as required under the Companies Act, 2013, by obtaining the approval of its Members through Special resolution at the members extra-ordinary general meeting held on June 19, 2023.

6. Share Capital:

The Authorised, Issued, Subscribed and Paid-up Share Capital of the Company remained unchanged during the year under review.

As on March 31, 2024, the Authorised Share Capital of the Company was 7,70,00,000 (Rupees Seven Crore Seventy Lakhs) comprising of 77,00,000 (Seventy-Seven Lakh) equity shares of Rs. 10/- (Rupees Ten) each.

As on March 31, 2024, the Issued, Subscribed and Paid-up Share Capital of the Company was 7,33,19,540 (Rupees Seven Crore Thirty-Three Lakhs Nineteen Thousand Five Hundred and Forty) comprising of 73,31,954 (Seventy-Three Lakhs Thirty-One Thousand Nine Hundred and Fifty-Four) equity shares of Rs. 10/- (Rupees Ten) each.

7. Events having major bearing on the Companys affairs after the end of the FY:

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

8. Material changes and commitments, if any, affecting the financial position of the Company:

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 the till the date of this Report.

9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

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 following changes in the Board Composition during the year under review:

(i) The Board on the recommendation of Nomination and Remuneration Committee ("NRC") of the Company, had re-appointed Mr. Hitesh Sadh (DIN: 03055331) as the Managing Director of the Company for a second term of 5 years with effect from January 4, 2024 to January 3, 2029. The Members at their Extra-Ordinary General Meeting held on December 2, 2023 confirmed and approved his re-appointment as the Managing Director of the Company for a period of 5 years;

(ii) The Board on the recommendation of NRC had re-appointed Mr. Akshar Jagdish Patel (DIN: 02908224), as a Non-Executive Independent Director on the Board for a second term of 5 years, with effect from December 4, 2023 till December 3, 2028 (both days inclusive). The Members at their Extra-Ordinary General Meeting of the Company held on December 2, 2023, approved his re-appointment as the Non-Executive Independent Director of the Company for a period of 5 years;

(iii) The Board on the recommendation of NRC has re-appointed Mr. Bhavin Prabhashanker Mehta (DIN: 08281963), as a Non-Executive Independent Director on the Board for a second term of 5 years, with effect from December 4, 2023 till December 3, 2028 (both days inclusive). The members at their Extra-Ordinary General Meeting of the Company held on December 2, 2023, approved his re-appointment as the Non-Executive Independent Director of the Company for a period of 5 years;

(iv) The Board on the recommendation of NRC has re-appointed Mr. Jay Narayan Nayak (DIN: 05174213), as a Non-Executive Independent Director on the Board for a second term of 5 years, with effect from February 4, 2024 up to February 3, 2029 (both days inclusive). The members at their Extra-Ordinary General Meeting of the Company held on December 2, 2023, approved his re-appointment as the Non-Executive Independent Director of the Company for a period of 5 years.

(b) Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013, Ms. Purti Hitesh Sadh (DIN: 08228285), Executive Director of the Company, is liable to retire by rotation at this Annual General Meeting (‘AGM) and being eligible, is seeking reappointment.

The Board recommends his re-appointment.

(c) Declaration by the Independent Directors:

In terms of Section 149 of the Companies Act, 2013 Mr. Akshar Jagdish Patel (DIN: 02908224), Mr. Bhavin Prabhashanker Mehta (DIN: 08281963) and Mr. Jay Narayan Nayak (DIN: 05174213) are the Independent Directors of the Company as on date of this Report.

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 for the FY 2023-2024.

In the opinion of the Board, 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.

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 5 (Five) times during the year under review in respect of which proper notices were given and the proceedings 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 9, 2024, 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:

(i) Audit Committee:

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

Sr. No. Name of the Members	Designation
1. Mr. Akshar J Patel	Chairman
2. Mr. Hitesh S Sadh	Member
3. Mr. Jay N Nayak	Member

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 NRC comprises of the following Members:

Sr. No. Name of the Members	Designation
1. Mr. Jay N Nayak	Chairman
2. Mr. Akshar J Patel	Member
3. Mr. Bhavin P Mehta	Member

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:

Sr. No. Name of the Members	Designation
1 Mr. Bhavin P Mehta	Chairman
2 Mr. Hitesh S Sadh	Member
3 Ms. Purti H Sadh	Member

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 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) Mr. Vikramsingh Rajpurohit, the Company Secretary and the Compliance Officer of the Company had resigned from his office with effect from May 2, 2023.

(ii) Ms. Vaishnavi Rohidas Nighot was appointed as the Company Secretary and the Compliance Officer of the Company with effect from May 2, 2023 in order to fill the casual vacancy caused due to the resignation of Mr. Vikramsingh Rajpurohit.

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

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

(ii) Ms. Riya Kandoi was appointed as the Company Secretary and the Compliance Officer of the Company with effect from July 4, 2024 in order to fill the casual vacancy caused due to the resignation of Ms. Nighot.

14. Auditors:

(a) Appointment of Statutory Auditors:

M/s. N B T & Co, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 140489W) (‘NBT) were appointed as Statutory Auditors of the Company for a term of 5 years i.e. up to the FY 2024. The term of NBT would end at the ensuing sixth Annual General Meeting of the Company.

The Board of Directors now proposes the appointment of SDA & Associates, Chartered Accountants, Mumbai, having firm registration number 120759W (‘SDA), as the Statutory Auditors of the Company, for the consecutive term of 5 (five) years commencing from the conclusion of this Annual General Meeting until the conclusion of the 11^th (Eleventh) Annual General Meeting to be held in the year 2029.

SDA have provided us with their consent and eligibility certificate confirming that their appointment as the Statutory Auditors of the Company is in accordance with the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules 2014.

SDA have given their requisite consent and eligibility for appointment as Statutory auditors of the Company.

The Members are hence requested to consider and approve their appointment of SDA for a term of five consecutive years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the Annual General Meeting to be. held in the year 2029

(b) Auditors Report:

The Auditors Report on the financial statements for the year under review of the Company does not contain any qualifications or disclaimers.

However, the Auditors Report stated following remark:

"In our opinion the Company does not maintain adequate Inventory records therefore we are unable to give our opinion on discrepancies between books records and physical Inventory".

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. N B T & Co, 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 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 Auditors Report issued for the period under review contains a qualification which is as follows:

"The Company has not filed one e-form MGT-14 within the prescribed due date as provided under the Companies Act, 2013 read with the relevant rules framed thereunder."

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.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as ‘Annexure A, and forms an integral part of this report.

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, 2024.

17. 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.

18. 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 FY24 is uploaded on the website of the Company and the same is available on http://skinternational.in/.

19. 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

The details of the transactions with the related parties are set out in Form AOC - 2 which is annexed as ‘Annexure B.

20. 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.

21. 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 with the nature of its business, the size and complexity of its operations and such systems existing in the organisation are adequate.

22. 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.

23. 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:

Employed throughout the year	Nil
Employed for part of the year	Nil

(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.

24. 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.

No. of cases as on April 1, 2023	No. of cases received during the year under review	No. of cases Disposed during the year under review	No. of cases pending as on March, 31, 2024
NIL	NIL	NIL	NIL

25. 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 C.

26. Code of conduct:

The Board of Directors had 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.

27. 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. 28.

One time settlement with Banks or Financial Institution: There was no instance of one-time settlement with any Bank or Financial Institution. 29.

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

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

30. 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.

As a result, the Company is not required to conduct the Cost Audit by the Cost Accountant.

31. 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.

32. 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.

By the order of the Board of Directors	Sd/-	Sd/-
For SK International Export Limited	Hitesh S Sadh	Purti H Sadh
Date: September 6, 2024	Managing Director	Director
Place: Mumbai	DIN: 03055331	DIN: 08228285