SK Minerals & Additives Ltd Directors Report

To

The Members

SK Minerals & Additives Limited

The Directors hereby present the 4th Annual Report on the affairs of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS:

(Figures in Lakhs)

Particulars	Current Year 2025-26	Previous Year 2024-25
Revenue from Operations	31,788.70	21,167.24
Other Income	134.95	47.63
Total Income	31,923.65	21,214.87
Less: Expenditure	29,115.12	19,602.66
Depreciation & Amortisation	90.71	86.72
Profit/(Loss) before Exceptional Items and Tax	2,717.82	1,525.49
Exceptional Items	0.00	0.00
Profit/(Loss) before Tax	2,717.82	1,525.49
Less: Taxes	905.49	431.67
Profit/(Loss) from Continuing Operations	1,812.34	1,093.82
Profit/(Loss) from Discontinuing Operations	-	-
Profit/(Loss) for the Year	1,812.34	1,093.82
Earnings Per Share (EPS) (Face Value of Rs10/- each)
Basic & Diluted	17.29	12.15

2. BUSINESS:

The Company is a distinguished player in Indias specialty chemicals space, having evolved from a trusted trader of technical grade urea and feed chemicals in Punjab into Indias only manufacturer of halogen-free flame retardants, marketed under its proprietary HOFNIL brand. These flame retardant additives are formulated for a wide range of engineering plastics — including PP, PE, HIPS, ABS and nylon (PA6, PA66) — and comply with UL94 V0, RoHS and REACH standards, serving the electronics, automotive, cables & wires, textiles and construction industries.

Beyond flame retardants, the Company maintains a diversified portfolio spanning feed additives and animal health supplements for the agriculture and dairy sector, food additives such as BakeFresh (Calcium Propionate) for shelf-life extension and food safety, and a range of industrial and specialty chemicals and minerals catering to diverse manufacturing industries.

Innovation remains central to the Companys identity. Backed by a DSIR-recognised in-house research laboratory, the Company has filed multiple patents and published several research papers, and was conferred the Best MSME Innovative Award for 2024-25 in recognition of its contribution to developing Indias first indigenous halogen-free flame-retardant solution. The Companys manufacturing facility is located at Khanna, Punjab, and its operations are certified under ISO 9001:2015, ISO 22000:2018, FSSAI, GMP and ZED quality frameworks.

The Companys operations are managed by a team of seasoned professionals, ensuring continuous innovation, efficiency and a strong market presence, with a growing and reputed client base spanning the textile, dairy, oil & gas, chemicals and allied manufacturing industries.

3. STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Company continued to focus on its core business operations and witnessed significant growth in its financial performance as compared to the previous financial year.

The total Income of the Company increased from Rs 21,214.87 lakh in the previous financial year ended 31st March, 2025 to Rs 31,923.65 lakh during the financial year ended 31st March, 2026. The Revenue from Operations increased from Rs 21,167.24 lakh to Rs 31,788.70 lakh, reflecting a substantial growth in the Companys operational performance. Other Income also increased from Rs 47.63 lakh to Rs 134.95 lakh during the year under review.

The Company recorded a Profit Before Tax of Rs 2,717.82 lakh during the financial year ended 31st March, 2026, as against Rs 1,525.49 lakh in the previous financial year. After providing for taxes of Rs 905.49 lakh, the Company reported a Profit After Tax of Rs 1,812.34 lakh, as compared to Rs 1,093.82 lakh in the previous financial year. Accordingly, the Company witnessed an improvement in its overall profitability during the year under review.

The management remains focused on strengthening the Companys operations, improving efficiency and pursuing sustainable growth opportunities in the coming years.

During the year under review, the Company also successfully completed its Initial Public Offering (IPO) and got its Equity Shares listed on the SME Platform of BSE Limited (BSE SME). Pursuant to the IPO, the Company issued and allotted 32,40,000 Equity Shares at a price of Rs 127/- per share, including a premium of Rs 117/- per share, aggregating to Rs 41,14,80,000/-. The said Equity Shares were subsequently listed and admitted to dealings on the BSE SME platform with effect from 17th October, 2025.

The successful listing of the Companys Equity Shares on BSE SME marks a significant milestone in the Companys growth journey and is expected to provide enhanced visibility, access to capital markets and a stronger platform for pursuing its future growth plans.

4. SUBSIDIARY COMPANY/FIRM(S):

The Company does not have any subsidiary as per the provisions of the Companies Act, 2013.

5. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company did not have any subsidiary during the financial year under review, the preparation of Consolidated Financial Statements is not applicable.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintaining high standards of corporate governance and ethical business conduct. The Board recognizes that sound governance practices are fundamental to ensuring transparency, accountability, integrity, sustainable growth and protection of the interests of all stakeholders. The Company continues to uphold the principles of transparency, fairness, accountability, responsible management and compliance with all applicable laws and regulations.

During the year under review, the Company has complied with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Since the securities of the Company are listed on the SME Platform, the provisions relating to submission of a separate Corporate Governance Report, as applicable to companies listed on the Main Board, are not applicable to the Company.

Accordingly, no separate Corporate Governance Report is annexed to this Boards Report. Notwithstanding the non-applicability of the detailed Corporate Governance Report, the Company continues to follow sound corporate governance practices and maintains appropriate standards of transparency, accountability and ethical conduct in the management and affairs of the Company.

In confirmation of the Companys adherence to good corporate governance practices and applicable legal and regulatory requirements, a certificate issued by a Practising Company Secretary (PCS) is annexed to this Boards Report. The Board remains committed to continuously strengthening the Companys governance framework and ensuring responsible, transparent and compliant conduct in the interest of all stakeholders.

7. DIVIDEND:

The directors have not recommended any dividend for the financial year 2025-26.

8. AMOUNTS TRANSFERRED TO ANY RESERVES:

The Company has not transferred any amount to any reserves during the financial year.

9. CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in nature of Business of Company and no changes were made to Main Object of Memorandum of Association.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Annexed to this report as Annexure- A.

11. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s Naresh Batra & Co., Chartered Accountants (FRN: 024236N), were appointed as the Internal Auditors of the Company for the Financial Year 2025-26.

The Board of Directors, based on the recommendation of the Audit Committee has continued the appointment of M/s Naresh Batra & Co., Chartered Accountants (FRN: 024236N), as the Internal Auditors of the Company for the Financial Year 2026-27. The Internal Auditors shall continue to discharge their functions in accordance with the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder.

12. SHARE CAPITAL:

A. Changes in Authorized Share Capital

During the year under review, there was no change in the Authorized Share Capital of the Company. As on 31st March, 2026, the Authorized Share Capital of the Company stood at Rs 150,000,000/- (Rupees Fifteen Crore Only) divided into 15,000,000 (One Crore Fifty Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each.

Subsequent to the closure of the financial year, the Authorized Share Capital of the Company was increased pursuant to the approval of the Members from Rs 150,000,000/- (Rupees Fifteen Crore Only) divided into 15,000,000 (One Crore Fifty Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each to Rs 250,000,000/- (Rupees Twenty-Five Crore Only) divided into 25,000,000 (Two Crore Fifty Lakhs) Equity Shares of Rs 10/- (Rupees Ten) each, by creation of an additional 10,000,000 (One Crore) Equity Shares of Rs 10/- (Rupees Ten) each, ranking pari passu in all respects with the existing Equity Shares of the Company.

The aforesaid increase in the Authorized Share Capital was effected on 09th July, 2026, after the end of the financial year under review and prior to the signing of this Boards Report. Accordingly, the said change does not form part of the share capital position of the Company as at 31st March, 2026.

B. Changes in Paid-Up Share Capital

During the year under review, the Company successfully completed its Initial Public Offering (IPO) and got its Equity Shares listed on the SME Platform of BSE Limited (BSE SME).

Pursuant to the IPO, the Company issued and allotted 32,40,000 Equity Shares at an issue price of Rs 127/- per share, including a premium of Rs 117/- per share, aggregating to Rs 41,14,80,000/-. The said Equity Shares were allotted on 15th October, 2025 and were subsequently listed and admitted to dealings on the BSE SME Platform with effect from 17th October, 2025.

Consequent upon the aforesaid allotment, the Paid-up Equity Share Capital of the Company increased to Rs 12,24,00,000/- (Rupees Twelve Crore Twenty-Four Lakh Only) as on 31st March, 2026, comprising 1,22,40,000 Equity Shares of Rs 10/- each.

13. FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

14. SECRETARIAL STANDARDS:

The Company has fully complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and mandated by the Ministry of Corporate Affairs (MCA), including Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2). The Company ensures that all procedural requirements relating to convening, conducting and recording of Board Meetings, Committee Meetings and General Meetings are adhered to in letter and spirit. The Board remains committed to following best secretarial practices to maintain transparency, accuracy and statutory compliance across all governance processes.

15. CHANGES IN DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND SENIOR MANAGEMENT PERSONNEL (SMP):

During the financial year under review, there were changes in the composition of the Board of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP) of the Company. The details of such changes are as follows:

A. Changes in Directors

Sr. No.	Name	Date of Event	Nature of Event
1	Mr. Rahul Gupta	10-Apr-2025	Resigned as an Independent Director
2	Mr. Kapil Khera	10-Apr-2025	Appointed as an Additional Independent Director
3	Mr. Kapil Khera	14-Apr-2025	Regularised as an Independent Director
4	Ms. Lakshmi Shankarnarayanan Iyer	25-Feb-2026	Re-appointed as Non-Executive Independent Director
5	Dr. Ashish Mathur	24-Mar-2026	Appointed as an Additional Director (Non-Executive Independent Director)
6	Mr. Ramit Sikka	29-Mar-2026	Re-appointed as Non-Executive Independent Director

B. Changes in Key Managerial Personnel (KMP) and Senior Management Personnel (SMP)

Sr. No.	Name	Date of Event	Nature of Event
1	Ms. Divya	01-Nov-2025	Resigned from the position of Company Secretary & Compliance Officer
2	Ms. Priyanka Arora	01-Nov-2025	Appointed as Company Secretary and Compliance Officer
3	Mr. Vijay Bansal	01-Nov-2025	Appointed as Chief Operating Officer (COO)
4	Mr. Vinod Kumar Sharma	19-Dec-2025	Appointed as Chief Technical Officer (CTO)
5	Mr. Pawan Kumar Jain	01-Jan-2026	Appointed as Chief Marketing Officer (CMO)
6	Mr. Pawan Kumar Jain	31-Mar-2026	Resigned from the position of Chief Marketing Officer (CMO)

Further, the Board of Directors have recommended –

Mr. Rohit Jindal (DIN: 06856831), Director of the Company, retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. The details of his re-appointment, including the terms and conditions, are provided in the Notice and the Explanatory Statement/Annexure to the Notice of the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment for the approval and consideration of the Members at the forthcoming Annual General Meeting.

16. BOARD COMMITTEES:

The Board of Directors of the Company has constituted various Committees in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The composition of the Committees and the changes therein during the financial year under review are as follows:

A. Audit Committee

The Audit Committee was re-constituted by the Board of Directors at its meeting held on 17th April, 2025, in accordance with the provisions of Section 177 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

The composition of the Audit Committee is as follows:

Name of the Director	Status	Nature of Directorship
Mr. Ramit Sikka	Chairman	Independent Director
Mr. Kapil Khera	Member	Independent Director
Mr. Mohit Jindal	Member	Chairman & Managing Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was re-constituted by the Board of Directors at its meeting held on 17th April, 2025, in accordance with the provisions of Section 178 of the Companies Act, 2013 and the rules made thereunder.

The composition of the Nomination and Remuneration Committee is as follows:

Name of the Director	Status	Nature of Directorship
Mr. Kapil Khera	Chairman	Independent Director
Mr. Ramit Sikka	Member	Independent Director
Mrs. Lakshmi Shankarnarayanan Iyer	Member	Independent Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

C. Stakeholders Relationship Committee

The Stakeholders Relationship Committee was re-constituted by the Board of Directors at its meeting held on 17th April, 2025, in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and the rules made thereunder.

The composition of the Stakeholders Relationship Committee is as follows:

Name of the Director	Status	Nature of Directorship
Mr. Ramit Sikka	Chairman	Independent Director
Mr. Kapil Khera	Member	Independent Director
Mr. Mohit Jindal	Member	Chairman & Managing Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

D. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with Rule 5 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable provisions, the Corporate Social Responsibility Committee of the Board of Directors was constituted on 2nd April, 2025.

The composition of the Corporate Social Responsibility Committee is as follows:

Name of the Director	Status	Nature of Directorship
Mr. Rohit Jindal	Chairman	Director
Mr. Mohit Jindal	Member	Chairman & Managing Director
Mr. Ramit Sikka	Member	Independent Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.

E. Business Strategy & Acquisition Committee

The Business Strategy & Acquisition Committee was constituted by the Board of Directors of the Company on 1st November, 2025 to consider and advise on matters relating to the business strategy and acquisition initiatives of the Company.

The composition of the Business Strategy & Acquisition Committee is as follows:

Name of the Director	Position in the Committee	Designation
Mr. Mohit Jindal	Chairman	Executive, Managing Director
Mr. Rohit Jindal	Member	Executive Director
Mr. Shubham Jindal	Member	Executive Director

The Committee shall perform such functions and exercise such powers as may be delegated to it by the Board of Directors from time to time.

F. Banking & Finance Committee

The Banking & Finance Committee was constituted by the Board of Directors of the Company on 17th April, 2025 to consider and oversee matters relating to the banking and financial affairs of the Company.

The composition of the Banking & Finance Committee is as follows:

Name of the Director	Position in the Committee	Designation
Mr. Mohit Jindal	Chairman	Executive, Managing Director
Mr. Rohit Jindal	Member	Executive Director
Mr. Ramit Sikka	Member	Non-Executive, Independent Director

The Committee shall perform such functions and exercise such powers as may be delegated to it by the Board of Directors from time to time.

Committee Meetings held during FY 2025-26

The details of the meetings of various Committees of the Board held during the financial year 2025-26 are as follows:

Sr. No.	Name of the Committee	Date(s) of Meeting
1.	Audit Committee	19.06.2025
		22.08.2025
		15.09.2025
		01.11.2025
		06.02.2026
2.	Nomination and Remuneration Committee (NRC)	10.04.2025
3.	Corporate Social Responsibility Committee (CSR)	22.08.2025
4.	Stakeholders Relationship Committee (SRC)	10.04.2026
5.	Banking & Finance Committee	17.01.2026

17. LISTING WITH EXCHANGES AND LISTING FEES:

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO), pursuant to which 32,40,000 Equity Shares were issued and allotted on 15th October, 2025 at an issue price of Rs 127/- per Equity Share, comprising a face value of Rs 10/- per Equity Share and a premium of Rs 117/- per Equity Share, aggregating to Rs 41,14,80,000/-.

Consequent upon the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the SME Platform of BSE Limited (BSE SME) with effect from 17th October, 2025. The listing marks a significant milestone in the growth journey of the Company and is expected to enhance the Companys visibility, strengthen its market presence and provide greater liquidity and accessibility to its shareholders.

The Company has duly complied with the applicable listing requirements and has paid the annual listing fees for the financial year 2025-26 to BSE Limited within the prescribed timelines.

18. AUDITORS:

STATUTORY AUDITOR & AUDIT REPORT:

M/s Rajesh Dharam Pal & Associates (FRN: 0021920N) were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the Annual General Meeting held on 30th December, 2023 and continuing until the conclusion of the Annual General Meeting to be held for the financial year 2027-28, in accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder.

The Statutory Auditors have submitted their report on the financial statements of the Company for the financial year ended 31st March, 2026. The Board notes that the Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring further explanation or clarification by the Board.

The Statutory Auditors have also confirmed that the Company has adequate internal financial controls over financial reporting and that such controls were operating effectively during the year under review.

The observations made by the Statutory Auditors in their Report, read together with the relevant notes to the financial statements, are self-explanatory and therefore do not call for any further comments or explanations from the Board.

COST AUDITOR & AUDIT REPORT:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s G.S. Kharray & Associates, Cost Accountants (Firm Registration No. 101054) were appointed as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the financial year 2025-26, at a remuneration of Rs 55,000/- (Rupees Fifty-Five Thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses.

The Cost Auditor has conducted the audit of the cost records of the Company for the financial year ended 31st March, 2026. The Board notes that the Cost Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring further explanation or clarification by the Board.

SECRETARIAL AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s Lal Ghai & Associates, Peer Reviewed Firm of Company Secretaries in Practice, have been appointed as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year ended 31st March, 2026.

Further, the Board of Directors has proposed the appointment of M/s Lal Ghai & Associates as the Secretarial Auditor of the Company for a term of five consecutive years commencing from 1st April, 2026 to 31st March, 2031, subject to the approval of the Members at the ensuing Annual General Meeting.

The Secretarial Audit Report for the financial year ended 31st March, 2026, forms an integral part of this Annual Report as Annexure- B. The Board notes that the said Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any further explanation or clarification from the Board.

19. BOARD MEETINGS:

During the year under review, the Board of Directors of the Company met Fifteen (15) times on 2nd April, 2025; 10th April, 2025; 17th April, 2025; 19th June, 2025; 15th July, 2025; 22nd August, 2025; 29th August, 2025; 15th September, 2025; 22nd September, 2025; 4th October, 2025; 9th October, 2025; 15th October, 2025 (two meetings); 1st November, 2025; and 13th February, 2026. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013 and the rules made thereunder.

20. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The meeting of the Independent Directors of the Company for the financial year 2025-26 was held on 22nd August, 2025 to review and evaluate the performance of the Non-Independent Directors, the Chairperson, and the Board as a whole. The evaluation was conducted through structured discussions focusing on the effectiveness of the Boards functioning, quality of participation, governance processes and overall contribution towards the Companys strategic objectives.

The Company has formulated a Policy on Performance Evaluation, which sets out the criteria for evaluation of the Board, its Committees, Independent Directors, Executive Directors and Non-Executive Directors.

Pursuant to the above policy and the applicable provisions of the Companies Act, 2013, the Board of Directors has also carried out an evaluation of its own performance, that of its Committees, and the performance of individual Directors, and has expressed satisfaction with the results of the evaluation process.

21. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION:

The Nomination and Remuneration Committee of the Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013, read with the applicable rules made thereunder and the relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy provides a framework for determining the qualifications, competencies, experience, positive attributes and independence of Directors and lays down the criteria and manner for appointment, evaluation and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). The Policy also provides guidelines relating to remuneration of Directors, KMP and SMP, taking into consideration factors such as the financial position of the Company, industry trends, qualifications, experience and performance of the concerned personnel.

The Policy further provides for effective evaluation of the performance of the Board, its Committees and individual Directors and promotes an appropriate balance of Executive and Non-Executive Directors, together with principles of Board diversity and good corporate governance.

The Nomination and Remuneration Policy is annexed hereto and forms an integral part of this Report as Annexure- C and is also available on the website of the Company at https://skminerals.net/wp-content/uploads/2025/04/Nomination-and-Remuneration-Policy.pdf

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not Applicable, during the year under review.

23. 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 year under review, there was no One-Time Settlement (OTS) undertaken by the Company with any bank or financial institution. Accordingly, the requirement to provide details of any difference between the valuation at the time of OTS and the valuation done while obtaining loans does not arise.

24. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

25. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed Maashitla Securities Private Limited as its Registrar and Share Transfer Agent and executed post IPO Agreement for availing its various services.

26. STATEMENT W.R.T. COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFITS ACT, 1961:

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

27. RISK MANAGEMENT:

The Company has formulated and adopted a Risk Management Policy in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides a structured framework for identification, assessment, management and monitoring of risks that may impact the achievement of the Companys business objectives.

The objective of the Risk Management Policy is to safeguard the interests of the Company and its stakeholders, identify potential and emerging risks, implement appropriate risk mitigation measures and strengthen the Companys risk governance framework. The Policy also provides for periodic review and monitoring of strategic, operational, financial, compliance, information and cyber security and other relevant risks.

The Board of Directors oversees the risk management framework of the Company and periodically reviews the effectiveness of the risk management systems and processes. The Company continues to adopt appropriate measures for mitigation of identified risks and to ensure that risks are managed within the Companys risk appetite.

The Risk Management Policy is available on the website of the Company at https://skminerals.net/wp-content/uploads/2025/04/Risk-Management-Policy.pdf

28. LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY:

During the financial year under review, the Company has not granted any loans or guarantees to any other body corporate or person. The Company has, however, made investments in Fixed Deposits with Banks. The details of investments made by the Company, as disclosed in the Financial Statements, are as follows:

Particulars	Amount (Rs in Lakhs)
Fixed Deposits with Banks – (Non-Current Investments)	689.32
Fixed Deposits with Banks – (Current Investments)	1814.24
Total Investments	2503.56
Loans	Nil
Guarantees	Nil

29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:

During the year under review, the Company received the necessary approvals from the relevant regulatory authorities for the listing and admission of its Equity Shares on the SME Platform of BSE Limited (BSE SME) pursuant to the successful completion of its Initial Public Offering (IPO).

The Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform with effect from 17th October, 2025, pursuant to the requisite approvals granted by the Stock Exchange.

Apart from the aforesaid listing approval, no material or significant orders were passed by any Regulators, Courts or Tribunals during the year under review which could adversely affect the going concern status or the future operations of the Company.

30. MATERIAL CHANGES & COMMITMENTS:

There have been no material changes or commitments during the financial year 2025-26 or between the end of the financial year and the date of this Report which have an adverse impact on the financial position of the Company. However, the following significant corporate development took place during the year:

Initial Public Offering (IPO) & Listing

The Company successfully completed its Initial Public Offering (IPO) during the financial year, pursuant to which 32,40,000 Equity Shares were issued and allotted on 15th October, 2025 at an issue price of Rs 127/- per Equity Share, comprising a face value of Rs 10/- and a premium of Rs 117/- per Equity Share, aggregating to Rs 41,14,80,000/-.

Consequent upon the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the SME Platform of BSE Limited (BSE SME) with effect from 17th October, 2025. The successful listing represents a significant milestone in the Companys growth journey and has strengthened its capital base, enhanced market visibility and provided greater access to the capital markets and liquidity to its shareholders.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Your Company is committed to providing a safe, respectful and harassment-free workplace for all employees, workers and stakeholders. The Company has constituted an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder.

The Company continuously strives to maintain a work environment that upholds dignity, equality and fairness, and is free from any form of discrimination or harassment, including sexual harassment. Awareness initiatives and preventive mechanisms are in place to ensure that employees are informed about their rights and the process for redressal of grievances.

During the financial year ended 31st March 2026, no complaints of sexual harassment were reported and filed.

32. RELEVANT EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is https://skminerals.net/investor-relations/annual-report/

33. RELATED PARTY TRANSACTION:

The Company has in place a Policy on Related Party Transactions in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which provides a framework for identification, approval, monitoring and disclosure of related party transactions and ensures transparency and fairness in such transactions.

All related party transactions entered into by the Company during the financial year 2025-26 were in the ordinary course of business and on an arms length basis and were undertaken in accordance with the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and the Companys internal policy framework. There were no materially significant related party transactions entered into during the year which had a potential conflict with the interests of the Company.

The details of related party transactions entered into during the financial year, as required under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, annexed to this Report as Annexure- D.

The Policy on Related Party Transactions and other applicable policies of the Company are available on the website of the Company at: https://skminerals.net/wp-content/uploads/2025/04/Related-Party-Transaction-Policy.pdf

34. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a Whistle Blower Policy and Vigil Mechanism in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a structured mechanism for Directors, employees and other eligible persons to report genuine concerns relating to unethical conduct, actual or suspected fraud, misconduct or violation of the Companys policies and Code of Business Ethics.

The Vigil Mechanism provides for adequate safeguards against victimisation or retaliation of persons who use the mechanism in good faith. The mechanism also provides an avenue for individuals to raise their concerns directly with the Chairman of the Audit Committee, where appropriate.

All concerns received under the mechanism are dealt with appropriately and investigated in accordance with the prescribed procedures. During the year under review, no individual was denied access to the Audit Committee for reporting any genuine concern.

The details of the Whistle Blower Policy and Vigil Mechanism are available on the website of the Company at: https://skminerals.net/wp-content/uploads/2025/04/Whistle-Blower-Policy-and-Vigil-Mechanism.pdf

35. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:

The Company has established and maintained an adequate system of Internal Financial Controls commensurate with the size, scale and nature of its business. The internal control framework is designed to ensure effective and efficient conduct of business operations, reliability of financial reporting and compliance with applicable laws, regulations and internal policies.

The internal financial controls provide reasonable assurance with respect to:

- Accuracy, reliability and integrity of financial and operational information;

- Compliance with applicable laws, regulations and internal policies;

- Safeguarding of the Companys assets;

- Prevention and detection of frauds and irregularities;

- Maintenance of proper and accurate accounting records; and

- Effective and efficient execution of business processes.

The internal control systems are reviewed periodically and monitored on an ongoing basis to identify areas for improvement and to ensure their continued effectiveness. The Board is satisfied with the adequacy and effectiveness of the Companys internal financial control systems and believes that such controls support the Company in achieving its operational and strategic objectives.

36. FAMILIARISATION PROGRAM FOR DIRECTORS:

The Company provides a structured orientation and familiarization programme for all its Directors, including Independent Directors, to enable them to understand the Companys business model, operations, governance framework and their roles and responsibilities in an effective manner. Periodic briefings and information-sharing sessions are conducted to keep the Directors updated on significant developments in the Company, industry trends, regulatory changes and global and domestic business environment impacting the Company.

The Directors are provided with necessary documents, presentations and access to key information to enable informed decision-making and effective participation at Board and Committee meetings.

The details of the familiarization programme for Independent Directors are available on the website of the Company at the following link: https://skminerals.net/investor-relations/policies

37. DEPOSITS:

The company has received loan from entities as falls under Rule 2(1)(c) which shall not be considered as deposits as per Companies (Acceptance of Deposits) Rules, 2014 under the Companies Act, 2013.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure- E to this report.

39. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure- F to this report and forms part of this report.

40. DETAIL OF FRAUDS REPORTED BY AUDITORS

The Company does not indulge in any type of frauds pursuant to section 143(12) of the Companies Act, 2013 as per the audit report stated by Auditors for financial year ended 31st March 2026.

41. BUSINESS RESPONSIBILITY REPORT:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top 1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.

42. DETAILS OF NO. OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR:

The details regarding No. of Employees as on Closure of Financial Year are as follows:

Male	Female	Transgender
98	16	0

43. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review confirm in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:

a) In the preparation of the annual accounts/ financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2026 and of the profit/loss of the Company for the year ended on 31st March, 2026;

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

d) The annual accounts/financial statements have been prepared on a going concern basis.

e) That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 were applicable to the Company during the financial year 2025-26. Accordingly, the Company had a CSR obligation of Rs 14,07,140/- (Rupees Fourteen Lakh Seven Thousand One Hundred Forty Only) for the financial year under review.

The Company has complied with the applicable provisions relating to Corporate Social Responsibility and the details of the CSR activities undertaken and expenditure incurred during the financial year are provided in the CSR Report, which forms an integral part of this Annual Report as Annexure- G.

45. TRADE RELATIONS:

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Companys endeavor to build and nurture strong links based on mutuality, respect and co-operation with each other and consistent with customer interest.

46. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

During the year under review, no amount towards the unclaimed dividends was required to be transferred to the Investor Education and Protection Fund established by the Central Government in accordance with section 125 of the Companies Act, 2013 ("the Act"). Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("IEPF Rules"), as amended from time to time, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investors Education and Protection Fund (IEPF). During the year under review, the Company has not transferred any equity share to the IEPF.

47. ACKNOWLEDGEMENT:

Your Directors express their gratitude to the Companys vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

For and on behalf of the board of directors

SK Minerals & Additives Limited

Date: 07.09.2026

Place: Khanna

(Mohit Jindal)

Managing Director

DIN: 05351969

(Shubham Jindal)

Director

DIN: 08938747