The Board of Directors are pleased to present the Thirtieth (30th) Annual Report of the Company together with the auditedfinancial 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 andDisclosure Requirements) Regulations, 2015 (“SEBI Regulations”), this report covers the financial results and otherdevelopments during the financial year ended 31st March 2025, in respect of M/s. SKM Egg Products Export (India)Limited
STANDALONE (Rs. in Lacs)
Particular
Year Ended31.03.2025
Year Ended31.03.2024
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
Surplus carried to Balance Sheet
2,640.87
8,065.19
49,782.94
70,112.60
1,157.69
51,186.74
71,270,29
9,265.72
16,235.28
1,128.29
1,031.76
3,455.68
3,973.90
Add: Share of Profit/(Loss) of Associates
(40.19)
164.25
4,641.56
11,393.87
1,034.81
3,459.55
8,539.25
Less: Net Profit attributable to Non-controlling Interest
(1.80)
(2.40)
(184.65)
347.91
3,276.70
8,889.56
2,618.45
8,231.31
During the Financial Year (FY) 2024-25, the Company has achieved operating income of Rs.49,336.42 Lakhs ascompared to Rs.68,995.23 Lakhs in FY 2023-24. The profit before tax for FY 2024-25 stood at Rs.4,693.73 Lakhscompared to Rs.11,245.61 Lakhs achieved in FY 2023-24. The profit after tax stood at Rs.3,299.12 Lakhs for FY2024-25 as compared to Rs.8,723.44 Lakhs achieved in FY 2023-24.
The Company's consolidated revenue for FY 2024-25 was Rs.49,782.94 Lakhs as compared to Rs.70,112.60 for theprevious year. During the year under review, the consolidated profit after tax stood at Rs.3,276.70 Lakhs as comparedto Rs.8,889.56 Lakhs achieved in FY 2023-24.
For the FY 2024-25, the Company declared a final dividend of Rs.1.50 (One rupee fifty paise only) on equity shares ofRs 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 bythe Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment ofthe dividend after deduction of tax at source.
We do not propose to transfer any amount to the general reserve on declaration of dividend.
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 orunclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred bythe company to the Investor Education and Protection Fund (“IEPF”) and no such situation arose during the year ended31st March, 2025.
During the year under review, there were no changes in the issued and paid-up share capital of the Company. TheCompany has not issued any sweat equity shares to its directors or employees and also has not made any buy back ofshares 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 2,63,30,000Equity Shares of Rs.10 each fully paid up.
During the financial year 2024-25, five meetings of the Board were held during the year. For details of meetings of theBoard, please refer to the Corporate Governance Report, which is a part of this report.
The details of each of the Committees comprising their composition, charter and details of meetings held during theyear are provided in the Corporate Governance Report, Appendixl to this Report.
Pursuant to Regulation 34(3) of the Listing Regulations a report on Corporate Governance along with a Certificatefrom the statutory auditor towards compliance of the provisions of Corporate Governance, forms an integral part ofthis Annual Report and are given in Appendix 1.
There are no material changes and commitments affecting the financial position of the Company which have occurredbetween the end of the financial year ended 31st March 2025 to which the Financial Statements relates and the date ofsigning of this report.
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 forthe 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, astatement containing salient features of the financial statements of the Company's Subsidiaries and AssociateCompany in Form No. AOC-1 is attached to this report as Appendix-2
The Company's shares are compulsorily traded in dematerialised form on NSE and BSE. Under the DepositorySystem, 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 ofthe depository system and total prohibition on transfer of shares in physical mode from 01.04.2019. Transpositionand Transmission are, however, exempted from this amendment. No request for Transfer of shares in physical modewas 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
Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements), Regulations, 2015, a detailed discussion on the industry structure as well as on the financial andoperational performance is contained in the 'Management Discussion and Analysis Report' that forms an integral partof this Report - Appendix-3.
In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate SocialResponsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which isavailable on the website of the Company at www.skmegg.com. An Annual Report on CSR activities of the Companyduring the financial year 2024-25 as required to be given under Section 135 of the Act read with Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Appendix 4 to this Report
The Company has in place a Vigil Mechanism / Whistle Blower Policy which facilitates the stakeholders to have directaccess to the management and the Audit Committee, to report concerns about any unethical behaviour, actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. It is hereby affirmed that no employeehas been denied access to the Audit Committee. The said policies are also available on the website of the Company i.e.https//:skmegg.com
The Board had formulated the policy on Related Party Transactions (RPTs) in line with Section 188 of the CompaniesAct, 2013. During FY 2024-25, all contracts/ arrangements/ transactions entered into by the Company with relatedparties were in the ordinary course of business and on an arm's length basis. All the Related Party Transactions areplaced before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement ofall Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. There were nomaterially 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 theBoard of Directors is uploaded on the website of the Company and the link for the same is www.skmegg.com there areno transactions which are not on arm's length basis and material in nature, Particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Act and in compliance with the Listing Regulations, is enclosedto this report as Appendix 5
The Risk Management policy has been placed on the website of the Company and the web link there to iswww.skmegg.com
The Company has adequate internal control systems to monitor business processes, financial reporting andcompliance with applicable regulations. The systems are periodically reviewed for identification of controldeficiencies and formulation of time bound action plans to improve efficiency at all the levels. The Audit Committee ofthe Board constantly reviews internal control systems and their adequacy, significant risk areas, observations madeby the internal auditors on control mechanism and the operations of the Company and recommendations made forcorrective 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 adequatewith respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Act certifyingthe adequacy of Internal Financial Controls is annexed with the Auditors Report
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 inAppendix 6
Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of the Company prepared in accordance withSection 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 (asamended), is placed on the website of the Company and is accessible at the web-link www.skmegg.com
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individualdirectors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board wasevaluated by the Board after seeking inputs from all the directors based on criteria such as the board composition andstructure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee membersbased on criteria such as the composition of committees, effectiveness of committee meetings, etc. The abovecriteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board ofIndia 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 executivedirectors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on thebasis 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 availableon the website of the company at www.skmegg.com
I) Non-Executive Directors including Independent Directors:
The Nomination and Remuneration Committee (NRC) shall decide the basis for determining the compensation, bothFixed and Variable, payable to the Non-Executive Directors, including Independent Directors, whether as commissionor otherwise. The NRC shall take into consideration various factors such as Director's participation in Board andCommittee meetings during the year, other responsibilities undertaken, such as membership or chairmanship ofcommittees, time spent in carrying out their duties, role and functions as envisaged in Schedule IV of the CompaniesAct, 2013 ("the Act") and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015 ("Listing Regulations") and such other factors as the NRC may deem fit fordetermining 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 approvedby the shareholders. The elements of the total compensation, approved by the Nomination and RemunerationCommittee 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 willconsist 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 theCompany's principle and values, philosophy and mission statement, strategic and business plans and demonstratingthis through its action on important matters, the effectiveness of the Board and the respective Committees in providingguidance to the Management of the Company and keeping them informed, open communication, the constructiveparticipation of members and prompt decision making, level of attendance in the Board meetings, constructiveparticipation 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, effectivedischarge of the functions and roles of the Board, etc
As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 on Board Meetings ('SS-1') and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, during Fy25, a meeting of the Independent Directorswas 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 evaluationand self-assessment of the training requirements of Independent Directors.
All the Independent Directors have submitted a declaration of independence, stating that they meet the criteria ofindependence provided under section 149(6) of the Act, as amended, and regulation 16(1)(b) and 25 of the ListingRegulations. 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 thedatabank of independent directors maintained by Indian Institute of Corporate Affairs.
The company has not accepted deposits from the public.
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 makethe workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with therequirements 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 ananti-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
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligiblewomen 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 andflexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive andsupportive work environment that upholds the rights and welfare of its women employees in accordance withapplicable laws.
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 VikramRamakrishnan (DIN:00150883), who were appointed as Additional Directors (categorized as IndependentDirector) with effect from 07th August, 2024 appointed as an Independent Director at the AGM held on25.09.2024.
ii) Mr K Vivekanandan (DIN:05354239) who was appointed as an additional director (categorized as NomineeDirector), be and is hereby appointed as a nominee director of the Company (representing TIDCO) with effectfrom 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 IndependentDirector 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 uponcompletion 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 Boardplaces on record its sincere appreciation for their valuable contributions, guidance, and commitment duringtheir association with the Company.
Pursuant to Section 203 of the Companies Act, 2013, the following persons have been designated as the KeyManagerial 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.
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 withproper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company atthe 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 inaccordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and forpreventing 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 thatsuch systems were adequate and operating effectively.
There have been no significant and material orders passed by the Regulators, Courts or Tribunals which would impactthe going concern status and Company's operations in future.
There was no change in the nature of business of the Company during the financial year ended 31st March 2025.
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of2016) during the financial year 2024-2025.
32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
Not applicable during the financial year 2024-25.
The Company obtained the approval of Shareholders at the 27th AGM held on 16th September, 2022 for theappointment of M/s. N.C. Rajagopal & Co., Chartered Accountants, Erode (Firm Registration No 003398S) asStatutory Auditors of the Company for a term of Five years to hold office from the conclusion of the 27thAnnualGeneral Meeting till the conclusion of 32ndAnnual General Meeting.
Based on the recommendation of the Board in its meeting held on 30th July, 2025, Mr. R. Saiprasath, CompanySecretary in Practice, Coimbatore. (CP No.:16979, Membership No: F 11555), is proposed to be appointed asSecretarial Auditor of the Company to hold office for a term of five consecutive years commencing from financial year2025-26 till financial year 2029-30 subject to the approval of shareholders as per the Listing Regulations read withSection 204 of the Act and Rules thereunder. The secretarial audit of the company for the FY2024-25 is annexedherewith as Appendix-7
The Company has appointed VRBB Associates, Chartered Accountants, Chennai as the Internal Auditor of theCompany and their report is reviewed by the audit committee and board from time to time.
The requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 arenot applicable for the business activities carried out by the Company.
During fiscal 2025, the statutory auditor has not reported any instance of fraud committed in the Company by itsofficers or employees and there were no instances of frauds identified or reported by the Statutory Auditors during thecourse of their audit pursuant to Section 143(12) of the Act.
There was no qualification, reservations or adverse remarks made by the Statutory Auditor and the Secretarial auditorin their respective reports. In respect of the observations made by the secretarial auditor, the same is self-explanatory.
During the year, the Company did not give any loan or provided any Security or Guarantee details of investment, havebeen given in the notes to the Financial Statements.
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
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, Monitorand Report Trading by Insiders” (“the Code”). The Code is applicable to all Directors, Designated persons andconnected Persons and their immediate relatives, who have access to unpublished price sensitive information relatingto the Company.
The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information (UPSI)' in compliance with the PIT Regulations. Mr. P. Sekar, Company Secretary has beendesignated as Compliance Officer for this purpose. All Board Members and Senior Management personnel haveaffirmed their compliance with the code of conduct for the year under review. The Company has duly complied with allthe mandatory listing agreement.
The Code has been hosted on the Company's website www.skmegg.com.
The Company has complied with the applicable secretarial standards viz., SS-1 on meetings of Board of Directors andSS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) as per Section 118(10) of theAct.
CEO certification by Shri SKM Shree Shivkumar, Managing Director and CFO certification by Mr. K SVenkatachalapathy, Chief Financial Officer as required under Regulation 17 (8) of the Listing Regulations were placedbefore the Board at its meeting on 30.05.2025. The certification has been annexed as Appendix - 9.
The Industrial Relations between the Management and Employees were cordial during the year.
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold higheststandards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's anoptimum mix of expertise (including financial expertise), leadership and professionalism.
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 withmembers 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 themajor risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, itspeople, 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.
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
Short-term Bank Facilities
CAREA2
As a socially responsible corporate entity, the Company embraces and endorses the 'Green Initiative' initiated by theMinistry of Corporate Affairs, Government of India, which allows for electronic delivery of documents, such as theAnnual Report, quarterly and half-yearly results, and other relevant documents, to Shareholders via their registeredemail addresses with DPs and RTAs. Shareholders who haven't registered their email addresses are kindly requestedto do so. Those who hold shares in demat form may register their email addresses with their respective DPs, whilethose with physical shares may register their email addresses with the RTA by sending a signed letter from thefirst/sole holder, specifying their Folio No.
The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Reportmay contain certain statements on the Company's intent expectations or forecasts that appear to be forward-lookingwithin the meaning of applicable securities laws and regulations while actual outcomes may differ materially fromwhat is expressed herein. The Company bears no obligations to update any such forward looking statement. Some ofthe factors that could affect the Company's performance could be the demand and supply for Company's product andservices, changes in Government regulations, tax laws and other factors.
The Directors take this opportunity to thank the shareholders, bankers and the financial institutions for theircooperation and support to the operations and look forward for their continued support in future. The Directors alsothank 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