డైరెక్టర్ల నివేదిక SK International Export Ltd.

Mar 31, 2025

The Board of Directors (hereinafter referred to as ''the Board'') are pleased to present the seventh
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, 2025 (hereinafter
referred to as ''year under review'').

1. Financial results:

Standalone Financial Results
Particulars	For the Financial Year Ended March 31, 2025	For the Financial Year Ended March 31, 2024
Total Revenue	548.39	464.52
Total Expenses	331.44	613.60
Exceptional Items	-	-
Profit/(Loss) before Tax	216.96	(149.08)
Provision for:
a. Current Tax	0.41	-
b. Deferred Tax Liability (Asset)	-	-
c. Excess/(shortfall) provision for previous years	-	1.77
Profit/(Loss) after Tax	216.55	(150.85)

2. Dividend:

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

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

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

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

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

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

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

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

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

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

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.

6. Share Capital:

i. Authorized Share Capital:

As on March 31, 2025, Authorised Share Capital of the Company was ^

7.70.00. 000/- (Indian Rupees Seven Crores and Seventy Lakhs only) divided into

77.00. 000 (Indian Rupees Seventy Seven Lakh) equity shares of face value of ^ 10/-
(Indian Rupees Ten only) each.

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

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

iii. Preferential Allotment or private placement:

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

iv. Rights issue:

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

v. Employees Stock Option:

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

vi. Sweat Equity Shares:

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

vii. Equity shares with differential rights:

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

viii. Buy Back of Securities:

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

ix. Bonus Shares:

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

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

7. Events having major bearing on the Company''s affairs after the end of the FY:

There were no major events having any bearing on the Company''s 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 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 Company''s 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 Company''s operations in the future.

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

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

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

11. Board of Directors

(a) Changes in the composition of the Board:

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

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

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

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

(b) Director liable to retire by rotation:

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

The Board recommends her re-appointment.

(c) Declaration by the Independent Directors:

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

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

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

(d) Number of Meetings of the Board:

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

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

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

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

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

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

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

The Board evaluated its performance after seeking inputs from all the Directors on
the basis of criteria such as the Board composition and structure, effectiveness of
Board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the Committee
Members on the basis of criteria such as the composition of Committees,
effectiveness of Committee meetings, etc.

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

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

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

(f) Committees of the Board:

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

(i) Audit Committee:

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

Sr. No.	Name of the Members	Designation
1.	Mr. Akshar J Patel	Chairman
2.	Mr. Hitesh S Sadh	Member
3.	Mr. Bhavin P Mehta1	Member

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

• The AC met 4 (Four) times during the year under review;

• All the recommendations of the AC were accepted by the Board;

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

(ii) Nomination and Remuneration Committee:

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

Sr. No.	Name of the Members	Designation
1.	Mr. Akshar J Patel	Chairman
2.	Mr. Bhavin P Mehta	Member
3.	Mr. Rajesh Hariram Bhalla1	Member

• 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 [email protected] or can be sent by letter addressed to the Audit
Committee, marked "Private and Confidential" and such letter be delivered to the
registered office of the Company.

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

(h) Directors'' Responsibility Statement:

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

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

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

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

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

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

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

12. Disclosure on compliance with Secretarial Standards:

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

13. Key Managerial Personnel:

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

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

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

14. Auditors:

(a) Appointment of Statutory Auditors:

(a) Appointment of Statutory Auditors:

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

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

(b) Auditors'' Report:

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

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

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

Management response:

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

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

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

15. Secretarial Audit:

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

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

16. Deposits:

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

17. Unsecured Loans from Directors:

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

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

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

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

19. Extract of Annual Return:

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

20. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, entered into
during the year under review were on an arm''s 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 ''Arm''s Length Price''

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

21. Corporate Social Responsibility:

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

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

22. Internal Control System and their adequacy:

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

23. Internal Audit:

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

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

24. Statement on remuneration of employees of the Company:

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

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

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 [email protected].

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

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

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

(a) Number of complaints of sexual harassment received in the year - Nil.

(b) Number of complaints disposed off during the year - Not applicable.

(c) Number of cases pending for more than ninety days - Not applicable.

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

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

27. Code of conduct:

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

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

28. Corporate Governance:

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

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

29. One time settlement with Banks or Financial Institution:

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

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

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

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

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

32. Compliance with the Maternity Benefit Act, 1961:

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

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

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

33. The details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons thereof:

Not Applicable.

34. Risk Management:

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

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

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

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

35. Acknowledgements:

The Directors wish to convey their appreciation to all of the Company''s employees for their
contribution towards the Company''s 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
For SK International Export Limited

Sd/- Sd/-

Date: August 20, 2025 Hitesh S Sadh Purti H Sadh

Place: Mumbai Managing Director Director

DIN:03055331 DIN:08228285

1

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

• The NRC met 2 (Two) times during the year under review;

• All the recommendations of the NRC were accepted by the Board;

---

Mar 31, 2024

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:

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 Company''s affairs after the end of the FY:

There were no major events having any bearing on the Company’s 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 Company''s 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 Company''s 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 re¬
appointment.

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 Director''s 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

Sr. No.	Name of the Members	Designation
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 [email protected] 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.

!. 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 arm''s 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 ''Arm''s 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 [email protected].

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	No. of cases	No. of cases	No. of cases
April 1, 2023	received during the	Disposed during	pending as on
	year under review	the year under review	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 Company''s employees for
their contribution towards the Company''s 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
For SK International Export Limited

Sd/- Sd/-

Date: September 6, 2024 Hitesh S Sadh Purti H Sadh

Place: Mumbai Managing Director Director

DIN:03055331 DIN:08228285