SKM Egg Products Export (India) Ltd Directors Report

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

Standalone Financial Results:

During the Financial Year (FY) 202425, the Company has achieved operating income of Rs.49,336.42 Lakhs as compared to Rs.68,995.23 Lakhs in FY 202324. The profit before tax for FY 202425 stood at Rs.4,693.73 Lakhs compared to Rs.11,245.61 Lakhs achieved in FY 202324. The profit after tax stood at Rs.3,299.12 Lakhs for FY 202425 as compared to Rs.8,723.44 Lakhs achieved in FY 202324.

Consolidated Financial Results:

The Companys consolidated revenue for FY 202425 was Rs.49,782.94 Lakhs as compared to Rs.70,112.60 for the previous year. During the year under review, the consolidated profit after tax stood at Rs.3,276.70 Lakhs as compared to Rs.8,889.56 Lakhs achieved in FY 202324.

2. DIVIDEND:

For the FY 202425, the Company declared a final dividend of Rs.1.50 (One rupee fifty paise only) on equity shares of Rs 10/ each with the total outlay of Rs.394.95 Lakhs.

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

3. TRANSFER TO RESERVE:

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

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

5. SHARE CAPITAL:

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

The Paidup Share Capital of the Company as on 31st March, 2025 is Rs.26,33,00,000 divided into 2,63,30,000 Equity Shares of Rs.10 each fully paid up.

6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 202425, five meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

7. BOARD COMMITTEES:

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

8. CORPORATE GOVERNANCE:

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

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

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31st March 2025 to which the Financial Statements relates and the date of signing of this report.

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

Details of Foreign wholly owned subsidiaries SKM EUROPE BV

During the year under review, our Wholly Owned Subsidiary has posted a turnover of Rs.1,644.07 lakhs. The loss for the year amounted to Rs.11.98 lakhs.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companys Subsidiaries and Associate Company in Form No. AOC1 is attached to this report as Appendix2

11. DEMATERIALISATION OF SHARES:

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

Shareholders were advised to convert their holdings from physical mode to Demat mode considering overall merits of the depository system and total prohibition on transfer of shares in physical mode from 01.04.2019. Transposition and Transmission are, however, exempted from this amendment. No request for Transfer of shares in physical mode was received during the FY 2024 2025.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed discussion on the industry structure as well as on the financial and operational performance is contained in the Management Discussion and Analysis Report that forms an integral part of this Report Appendix3.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at www.skmegg.com. An Annual Report on CSR activities of the Company during the financial year 202425 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Appendix 4 to this Report

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

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

15. RELATED PARTY TRANSACTIONS:

The Board had formulated the policy on Related Party Transactions (RPTs) in line with Section 188 of the Companies Act, 2013. During FY 202425, all contracts/ arrangements/ transactions entered into by the Company with related parties were in the ordinary course of business and on an arms length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. There were no materially significant Related Party Transactions made by the Company during the year

The policy on materiality of and dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company and the link for the same is www.skmegg.com there are no transactions which are not on arms length basis and material in nature, Particulars of contracts or arrangements

with related parties referred to in Section 188(1) of the Act and in compliance with the Listing Regulations, is enclosed to this report as Appendix 5

16. BUSINESS RISK MANAGEMENT:

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

17. INTERNAL FINANCIAL SYSTEM AND THEIR ADEQUACY:

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

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

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

19. EXTRACT OF ANNUAL RETURN:

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

20. BOARD EVALUATION:

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

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like

preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

21. Policy for Remuneration to Directors:

I) NonExecutive Directors including Independent Directors:

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

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

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

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

fixed compensation

work related facilities and, perquisites

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

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

22. INDEPENDENT DIRECTOR MEETING:

As per Schedule IV of the Companies Act, 2013, Secretarial Standards1 on Board Meetings (SS1) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during Fy25, a meeting of the Independent Directors was held on 31st March, 2025, to discuss interalia the performance evaluation of the Board, its Committees,

Chairman and the individual Directors, assessment of information flow from Management to the Board and evaluation and selfassessment of the training requirements of Independent Directors.

23. DECLARATION BY INDEPENDENT DIRECTOR:

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

24. DEPOSITS:

The company has not accepted deposits from the public.

25. POLICY ON PREVENTION OF SEXUAL HARASSMENT:

No. of complaints received during the year Nil

No. of complaints disposed off during the year Nil

No. of complaints pending as on end of the year Nil

26. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and postmaternity support such as nursing breaks and flexible returntowork options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

27. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During Financial year 202425, there were following changes in composition of Board of Directors

i) Shri RR Sathiyamurthi, (DIN : 00505804), Shri K Ahamed Sheik Mohideen (DIN:00077439), Dr Vikram Ramakrishnan (DIN:00150883), who were appointed as Additional Directors (categorized as Independent Director) with effect from 07th August, 2024 appointed as an Independent Director at the AGM held on 25.09.2024.

ii) Mr K Vivekanandan (DIN:05354239) who was appointed as an additional director (categorized as Nominee Director), be and is hereby appointed as a nominee director of the Company (representing TIDCO) with effect from 07 August, 2024 at the AGM held on 25.09.2024.

iii) Shri. GN JAYARAM (DIN: 08521023), Shri TN Thirukumar (DIN: 00124793) reappointed as an Independent Director of the Company, not liable to retire for a second term of five years from 31 July 2024 to 30 July, 2029.

iv) Dr. LM Ramakrishnan (DIN: 00001978) , Shri. C. Devarajan (DIN: 00109836) retired from the Board upon completion of their respective tenures on 10th September 2024. Further, Shri D Venkateswaran (DIN: 05170759) retired from the Board with effect from 27th January 2025 upon completion his tenure The Board places on record its sincere appreciation for their valuable contributions, guidance, and commitment during their association with the Company.

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

i) Shri. SKM.Maeilanandhan, Executive Chairman,

ii) Shri. SKM Shree Shivkumar, Managing Director,

iii) Shri SK Sharath Ram, Executive Director

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

v) Shri. P Sekar, Company Secretary.

28. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that period;

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

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

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

29. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS OR COURTS:

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

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

There was no change in the nature of business of the Company during the financial year ended 31st March 2025.

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

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 20242025.

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

Not applicable during the financial year 202425.

33. AUDITORS & AUDITORS REPORT

A) STATUTORY AUDITOR

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

B) SECRETARIAL AUDITORS

Based on the recommendation of the Board in its meeting held on 30th July, 2025, Mr. R. Saiprasath, Company Secretary in Practice, Coimbatore. (CP No.:16979, Membership No: F 11555), is proposed to be appointed as Secretarial Auditor of the Company to hold office for a term of five consecutive years commencing from financial year 202526 till financial year 202930 subject to the approval of shareholders as per the Listing Regulations read with Section 204 of the Act and Rules thereunder. The secretarial audit of the company for the FY202425 is annexed herewith as Appendix7

C) INTERNAL AUDITOR

The Company has appointed VRBB Associates, Chartered Accountants, Chennai as the Internal Auditor of the Company and their report is reviewed by the audit committee and board from time to time.

d) COST AUDITOR

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

34. REPORTING OF FRAUD BY STATUTORY AUDITORS

During fiscal 2025, the statutory auditor has not reported any instance of fraud committed in the Company by its officers or employees and there were no instances of frauds identified or reported by the Statutory Auditors during the course of their audit pursuant to Section 143(12) of the Act.

35. COMMENTS ON AUDITORS REPORT:

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

36. PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS:

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

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

38. PROHIBITION OF INSIDER TRADING:

The Company has also formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. Mr. P. Sekar, Company Secretary has been designated as Compliance Officer for this purpose. All Board Members and Senior Management personnel have affirmed their compliance with the code of conduct for the year under review. The Company has duly complied with all the mandatory listing agreement.

The Code has been hosted on the Companys website www.skmegg.com.

39. SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards viz., SS1 on meetings of Board of Directors and SS2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) as per Section 118(10) of the Act.

40. CEO/CFO CERTIFICATION:

CEO certification by Shri SKM Shree Shivkumar, Managing Director and CFO certification by Mr. K S Venkatachalapathy, Chief Financial Officer as required under Regulation 17 (8) of the Listing Regulations were placed before the Board at its meeting on 30.05.2025. The certification has been annexed as Appendix 9.

41. INDUSTRIAL RELATIONS:

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

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

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

43. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the manufacturing facility and resorts of the Company and interact with members of Senior Management as part of the induction programme.

The Senior Management make presentations giving an overview of the Companys strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management. The details of the familiarization programme undertaken have been uploaded on the Companys website.

44. CREDIT RATING:

45. GREEN INITIATIVE:

As a socially responsible corporate entity, the Company embraces and endorses the Green Initiative initiated by the Ministry of Corporate Affairs, Government of India, which allows for electronic delivery of documents, such as the Annual Report, quarterly and halfyearly results, and other relevant documents, to Shareholders via their registered email addresses with DPs and RTAs. Shareholders who havent registered their email addresses are kindly requested to do so. Those who hold shares in demat form may register their email addresses with their respective DPs, while those with physical shares may register their email addresses with the RTA by sending a signed letter from the first/sole holder, specifying their Folio No.

46. CAUTIONERY STATEMENT:

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

47. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the year.

The Directors place on record their appreciation for the hard work put in by all employees of the Company.

For and on behalf of the Board of Directors

Sd/

SKM Maeilanandhan

(Information in respect of each subsidiary to be presented with amounts in Rs.)

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

(Rs.in lakhs)

Note: This Form is to be certified in the same manner in which the Balance Sheet is to be certified.

N.C. RAJAGOPAL & CO.,

CHARTERED ACCOUNTANT N.C.VIJAY KUMAR,

Membership No : 208276 FRN : 003398S

For SKM Egg Products Export (India) Limited

SKM MAEILANANDHAN SKM SHREE SHIVKUMAR

Executive Chairman Man ag i ng Director

K.S.VENKATACHALAPATHY P.SEKAR

Chief Financial Officer Company Secretary

DETAILS OF POWER & FUEL CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

APPENDIX6

CONSERVATION OF ENERGY:

1. We have converted Raw material godown and Finished goods godown existing lightings by LED bulbs, thereby power consumption shall be substantially saved.

2. We have installed Variable Frequency Drives (VFD) for WTP Process pump and ETP Aerator motors. It will control power consumption thereby there shall be reduction in power units.

3. Air, Biogas and coal ratio converted from Manual to Atomization, thereby coal consumption shall be reduced.

4. The energy efficient float trap introduced in Dryer steam coil condensate recovery system, thereby considerable coal

RESEARCH AND DEVELOPMENT:

REVAMPING OF EGG ALBUMEN CUBES THROUGH ENHANCING QUALITY, FLAVOR ENRICHMENT, AND SHELF LIFE THROUGH PROCESS OPTIMIZATION.

Performed the egg albumen cube with different trials in enhancing the texture by modifying the processing techniques.

Health mix product :

Working on developing of a health mix with the requirement of high protein and low calorie in a costeffective way.

Shelflife extension Egg White Cube:

Temperature optimization and different combinations were performed for the extension of shelf life of cube from 21 to 60 days.

Product application trials

Using Whole Egg liquid cooking has been performed to ensure the even cooking of the product. Different combinations of liquid have been prepared and cooking trial has been performed.

Bakery mix:

Developing a blend of whole egg powder with other ingredients for bakery applications.

For and on behalf of the Board Sd/

SKM Maeilanandhan,

Place : Erode Chairman

Date : 30.07.2025 DIN: 00002380

APPENDIX7

Form No. MR3 Secretarial Audit Report For the financial year ended 31st March, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies]

To

The Members,

SKM Egg Products Export (India) Limited,

CIN: L01222TZ1995PLC006025,

No 133, 133/1, Gandhiji Road,

Erode 638001

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2021;

(e) SEBI (Issue and Listing of NonConvertible Securities) Regulations, 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations2018; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(vi) The following Laws / specific Act(s) and Rules made thereunder specifically applicable to the Company namely:

1. Food and Safety and Standards Act, 2006

2. The Export (Quality Control and Inspection) Act, 2013

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(ii) The Listing Agreements entered into by the Company with Stock Exchanges and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

During the audit period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the specific observations made in Annexure B. I further report that the compliance of applicable financial laws including Direct and Indirect Tax Laws by the Company has not been reviewed in this Audit since the same has been subject to review by the Statutory Auditors and other designated professionals.

I further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test check basis, the Company has complied with the Industry/company specific laws as applicable to the Company.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. There were changes in composition of the Board of Directors during the year under review which were carried out in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable, in respect of such changes.

Adequate notice of meetings of the Board of Directors were given to all directors and agenda and detailed notes on agenda in respect of such meetings were sent at least seven days in advance, other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and recorded as part of the Minutes of the Meetings. I did not find any dissenting directors views in the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines subject to our specific observations in AnnexureB to this report

I further report that during the Audit Period there were no events/actions [like Public/Rights/Preferential Issue of Shares /debentures/sweat equity etc, Redemption /buyback of securities/Major decisions taken by members in pursuance to section 180 of the Companies Act, 2013, Merger/amalgamation/reconstruction etc,] having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

R. Saiprasath

Place: Coimbatore ^{Company Secretary in Practice}

D_at_e: 21.07.2025 FCS No.: 11555 / CoP No:16979

UDIN: F011555G000826578 Peer Review No: 2626/2022