SKM Egg Products Export (India) Ltd. : Director's Report
Industry Food BSE Code 532143 Face Value 10.00
Chairman Mr.S K M Maeilanandhan NSE Code SKMEGGPROD Market Lot 1
Group Not Applicable ISIN No INE411D01015 Book Closure 27/08/2025
You can view full text of the latest Director's Report for the company.
Year End :2025-03

The Board of Directors are pleased to present the Thirtieth (30th) Annual Report of the Company together with the audited
financial statements (standalone and consolidated) for the year ended 31st March 2025.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re¬
enactments) thereof, for time being in force) (“Act”) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), this report covers the financial results and other
developments during the financial year ended 31st March 2025, in respect of
M/s. SKM Egg Products Export (India)
Limited

1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:

STANDALONE (Rs. in Lacs)

Particular

Year Ended
31.03.2025

Year Ended
31.03.2024

Operating Income

49,336.42

68,995.23

Other Income

1,403.80

1157.69

Total Income

50,740.22

70,152.91

Earnings before Interest, Taxes, Depreciation and Amortization

9271.95

16,247.34

Less: Financial Cost

1,122.91

1,028.50

Less: Depreciation & Amortization

3,455.31

3,973.23

Profit Before tax

4,693.73

11,245.61

Less: Tax Expenses

Current

1034.81

2,776.67

Deferred Tax

147.21

77.95

Profit /(Loss) for the period

3,511.71

8,390.99

Other Comprehensive Income (net of Tax)

(212.60)

332.45

Profit after Tax and available for appropriation

3,299.12

8,723.44

APPROPRIATIONS

Dividend Paid

658.25

658.25

Surplus carried to Balance Sheet

2,640.87

8,065.19

Particular

Year Ended
31.03.2025

Year Ended
31.03.2024

Operating Income

49,782.94

70,112.60

Other Income

1,403.80

1,157.69

Total Income

51,186.74

71,270,29

Earnings before Interest, Taxes, Depreciation and Amortization

9,265.72

16,235.28

Less: Financial Cost

1,128.29

1,031.76

Less: Depreciation & Amortization

3,455.68

3,973.90

Add: Share of Profit/(Loss) of Associates

(40.19)

164.25

Profit Before tax

4,641.56

11,393.87

Less: Tax Expenses

Current

1,034.81

2,776.67

Deferred Tax

147.21

77.95

Profit /(Loss) for the period

3,459.55

8,539.25

Less: Net Profit attributable to Non-controlling Interest

(1.80)

(2.40)

Other Comprehensive Income (net of Tax)

(184.65)

347.91

Profit after Tax and available for appropriation

3,276.70

8,889.56

APPROPRIATIONS

Dividend Paid

658.25

658.25

Surplus carried to Balance Sheet

2,618.45

8,231.31

Standalone Financial Results:

During the Financial Year (FY) 2024-25, the Company has achieved operating income of Rs.49,336.42 Lakhs as
compared to Rs.68,995.23 Lakhs in FY 2023-24. The profit before tax for FY 2024-25 stood at Rs.4,693.73 Lakhs
compared to Rs.11,245.61 Lakhs achieved in FY 2023-24. The profit after tax stood at Rs.3,299.12 Lakhs for FY
2024-25 as compared to Rs.8,723.44 Lakhs achieved in FY 2023-24.

Consolidated Financial Results:

The Company's consolidated revenue for FY 2024-25 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 2023-24.

2. DIVIDEND:

For the FY 2024-25, 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):

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of a company which remain unpaid or
unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by
the company to the Investor Education and Protection Fund (“IEPF”) and no such situation arose during the year ended
31st March, 2025.

5. SHARE CAPITAL:

During the year under review, there were no changes in the issued and paid-up 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 Paid-up 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 2024-25, 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 Company's Subsidiaries and Associate
Company in Form No. AOC-1 is attached to this report as
Appendix-2

11. DEMATERIALISATION OF SHARES:

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

Type of holding

No of Shares

Percentage

Physical

18,45,760

07.01

Demat

2,44,84,240

92.99

Total

2,63,30,000

100.00

The Company's Registrar is M/s MUFG Intime India Private Limited., having their branch Office at “Surya”, 35,
Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028, Tamil Nadu (RTA).

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 -
Appendix-3.

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 2024-25 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 Company's 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 2024-25, all contracts/ arrangements/ transactions entered into by the Company with related
parties were in the ordinary course of business and on an arm's 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 arm's 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 web-link 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 non-independent directors,
the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive 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) Non-Executive 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 Non-Executive Directors, including Independent Directors, whether as commission
or otherwise. The NRC shall take into consideration various factors such as Director's 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 Company's total compensation for Key Managerial Personnel as defined under the Act / other employees will
consist of:

» fixed compensation

» variable compensation in the form of annual incentive
» benefits

» 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
Company's 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 Standards-1 on Board Meetings ('SS-1') 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 inter-alia 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 self-assessment 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:

The Company's goal has always been to create an open and safe workplace for every employee to feel empowered,
irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make
the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“PoSH Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an
anti-sexual harassment policy and the constitution of an Internal Committee.

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 post-maternity support such as nursing breaks and
flexible return-to-work 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 2024-25, 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) re-appointed 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 Company's 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 2024-2025.

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 2024-25.

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
2025-26 till financial year 2029-30 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 FY2024-25 is annexed
herewith as
Appendix-7

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 self-explanatory.

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:

As prescribed under Section 197(12) of the Companies Act, 2013 (“Act”) and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in
Appendix-8

38. PROHIBITION OF INSIDER TRADING:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended (PIT Regulations), the Company has adopted the revised “Code of Conduct to Regulate, Monitor
and Report Trading by Insiders” (“the Code”). The Code is applicable to all Directors, Designated persons and
connected Persons and their immediate relatives, who have access to unpublished price sensitive information relating
to the Company.

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 Company's website www.skmegg.com.

39. SECRETARIAL STANDARDS

The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of Directors and
SS-2 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. It's 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 Company's 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 Company's website.

44. CREDIT RATING:

Facilities/Instruments

Rating

Rating Action

Long term Bank Facilities

CARE A-; Stable

Re-affirmed

Long Term /Short term Bank Facilities

CARE A-; Stable / CARE A2

Re-affirmed

Short-term Bank Facilities

CAREA2

Re-affirmed

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 half-yearly results, and other relevant documents, to Shareholders via their registered
email addresses with DPs and RTAs. Shareholders who haven't 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 Company's intent expectations or forecasts that appear to be forward-looking
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 Company's performance could be the demand and supply for Company's 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

Place: Erode Chairman

Date: 30.07.2025 DIN: 00002380

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