SK Minerals & Additives Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2024

The Directors of your company are pleasure to present their 02^nd Annual Report on the business
and operations of the company together with the Audited Financial Statements of the Company
for the year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS

The Directors of your Company have pleasure to present their 02^nd Annual Report on the
business and operations of the Company together with the Audited Financial Statements for the
financial year ended 31^st March 2024.

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from operations	10937.69	3773.69
Other Income	16.76	8.59
Total Income	10954.45	3782.28
Total Expenses	10537.98	3607.84
Profit/Loss before tax	416.47	174.44
Less: Tax Expense
Current T ax	113.00	43.50
Deferred Tax	1.56	3.27
Profit/Loss after Tax	301.91	127.67
Paid Up Share Capital	500.00	160.00
Value Per share (in Rs.)	10	10
Earnings per Equity Share-
Basic	9.95	7.98
Diluted	9.95	7.98

2. STATE OF COMPANY’S AFFAIRS, ITS OPERATIONS AND FUTURE OUTLOOK

During the financial year under review, the company’s revenue from operations has increased to
Rs. 10937.69 (in Lakhs) as compared to the previous year revenue from operations of Rs.
3773.69 (in Lakhs). On the other hand, expenditure (including depreciation) has also increased
from Rs. 3607.84 (in Lakhs) to Rs. 10537.98 (in Lakhs) during the current financial year.

Due to increase in income, the Company’s net profit went up and recorded at a net figure of Rs.
301.91 (in Lakhs) as compared to the previous year figures of Rs. 127.67 (in Lakhs). Further, it
is expected that your company will be able to achieve even better results duiing the current year
of operation.

3. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weaknesses in
the design or operation were observed

4. CHANGE IN NATURE OF BUSINESS. IF ANY

No change occurred in the nature of the business carried on by the company during the financial
year under review. The company is engaged in business of Manufacturing and Trading of
Chemicals and Animal Feed Supplements.

5. DIVIDEND

Considering the future business plans of the Company, the Board of Directors does not
recommend declaration of any dividend.

6. AMOUNTS TRANSFERRED TO ANY RESERVES

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

7. WEB LINK OF ANNUAL RETURN. IF ANY.

The Company doesn’t have any website.

8. NUMBER OF BOARD MEETINGS

During the year under review, Twenty Board Meetings were convened and held. The
intervening gap between the Board Meetings was within the period prescribed under the
Companies Act, 2013. The detail of the Board meetings held during the year under review is as
follows:

Sr. No.	Date of Board Meeting
1	19/04/2023
2	20/04/2023
3	21/04/2023
4	18/05/2023''
5	22/05/2023
6	26/05/2023
7	08/06/2023
8	08/07/2023
9	23/08/2023
10	02/09/2023
11	06/11/2023
12	23/11/2023
13	24/11/2023
14	06/01/2024
15	10/01/2024
16	19/01/2024
17	01/03/2024
18	08/03/2024
19	19/03/2024
20	26/03/2024

9. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER
SECTION 186

The Company has not granted any loans, given any guarantee and made investments under
Section 186 of Companies Act, 2013.

10. CHANGES IN SHARE CAPITAL

During the financial year under review, following changes have occurred in the share capital of
the company.

Nature of Capital	Change	Date of event
Paid-Up Share Capital	Allotment of 9,00,000 Fully Paid Equity shares @ Rs. 10/- each by the way of Right Issue of shares	24/11/2023
Authorised Share Capital	Increase in the Authorised Share Capital of the company from Existing Rs. 2.5 Crores to Rs. 5 Crores in its extra - ordinary	07/03/2024

	General Meeting held on 07th March 2024.
Paid-Up Share Capital	Allotment of 25,00,000 Fully Paid Equity shares @ Rs. 10/- each by the way of Right Issue of shares	19/03/2024

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All the related party transactions entered by the Company during the financial year were in
ordinary course of business and on an arm’s length basis. The detail of these transactions is
provided in Note 8 Related Party Disclosure in Financial Statement. Prescribed details in AOC-2
is appended as Annexure I.

12. STATUTORY AUDITORS AND THEIR REPORT

M/s. Rajesh Dharam Pal & Associates, Chartered Accountants, Khanna (FRN: 0021920N),
have been appointed as the Statutory Auditors of the company for a term of five years up to
financial year 2027-28 at such remuneration as may be fixed by the Board of Directors of the
company in consultation with M/s. Rajesh Dharam Pal & Associates, Chartered
Accountants, (FRN: 0021920N),.

Further, the Statutory Auditors of the Company have submitted Auditors’ Report on the
accounts of the Company for the accounting year ended 31st March, 2024. The Auditors’ Report
does not contain any qualification. The comments in the Auditor Report read with Notes to
Accounts are self-explanatory and do not call for any further comments.

13. INDEPENDENT DIRECTORS:

The Provisions related to Independent Directors are not applicable to the company.

14. DETAIL OF FRAUDS REPORTED BY AUDITORS

The Company does not indulge in any type of frauds pursuant to section 143(12) of the
Companies Act, 2013 as per the audit report stated by Auditors for financial year ended 31^st
March, 2024.

15. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associates as per Companies Act
2013.

16. RISK MANAGEMENT POLICY

The risk management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and reporting
mechanism of such risks. Company recognizes that risk is an integral and unavoidable
component of business and the management is committed to administer the risk in a proactive
and effective manner. The Company believes that the Risk cannot be eliminated but it can be
better managed: -

• by adopting good internal controls;

• by not entering into risky businesses;

• either avoiding the cost of trying to reduce risk or in anticipation of higher profits by taking on

more risk, and;

• by following a middle path between retaining and transferring risk.

Company adopts systematic approach to mitigate risks associated with accomplishment of
objectives, operations, revenues and compliance with the regulations. The Company believes
that this would ensure mitigating steps proactively and help to achieve the risk management
effectively.

17. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of
sexual harassment at workplace with a mechanism of loading complaints. There is an Internal
Complaints Committee wherein any wrongful conduct as regards sexual harassment or any
discrimination can be reported. During the year under review, no complaints were reported to
the board.

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

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as
under:

a) Conservation of Energy:

Steps taken for conservation	—N.A.—
Steps taken for utilizing alternate sources of energy	—N.A.—
Capital investment on energy conservation equipments	—N.A.—

b) Technology Absorption:

Efforts made for technology absorption	—N.A.—
Benefits derived	—N.A.—
Expenditure on Research ^Development, if any	—N.A.—

Details of technology imported, if any	—N.A.—
Year of import	—N.A.—
Whether imported technology fully absorbed	—N.A.—
Areas where absorption of imported technology has not taken place, if any	—N.A.—

c) Foreign Exchange Earnings/ Outgo:

Earnings	Nil
Outgo	Rs. 8979.60 Lakhs

19. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

During the period under review company has made Allotment of 9,00,000 fully paid Equity shares
@ Rs. 10/- each by the way of Right Issue of shares in Board Meeting dated 24.11.2023. Further in
Board Meeting dated 19.03.2024 Company has made Allotment of 25,00,000 hilly paid Equity shares @
Rs. 10/- each by the way of Right Issue of shares and the company has also Increased the Authorised
share capital from Existing Rs. 2.5 Crores to Rs. 5 Crores in its extra - ordinary General Meeting held on
07^th March 2024.

Further, after end of financial year 2023-24, the Board of Directors in their meeting held on 02.09.2024
has approved conversion of company horn Private Limited to Public Limited Company, subject to
consent of members in upcoming Annual General Meeting of the Company and has also further
increased (subject to approval of members) Authorized Share Capital of the Company from existing Rs. 5
Crores to Rs. 15 Crores in Board Meeting dated 02.09.2024.

20. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Shubham Jindal (Din: 08938747) was appointed as the
Director of the Company from the position of Additional Director of the Company w.e.f.
30.12.2023. And Mrs. Sunita Devi (DIN: 08938748) has resigned from her position as Director
of the Company w.e.f. 21.04.2023.

21. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL

No significant & material orders were passed by the Regulators or courts or tribunal which
impacts the going concern status and company’s operations in future.

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Directors
confirm that:

a) in the preparation of the annual accounts for the financial year aided 31^st March, 2024,
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 as at 31^st March, 2024 and of the profit
/loss 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 the 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; and

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.

23. PERSONNEL

The Board of Directors place on record their appreciation for the significant contribution made
by all the employees, who through their competence, hard work, solidarity and co-operation,
have enabled the Company to withstand the impact of slowdown.

24. TRADE RELATIONS

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

25. ACKNOWLEDGMENT

The Directors express their sincere appreciation to the valued shareholders, bankers aid clients
for their support.

For and on behalf of the Board of Directors
SK MINERALS & ADDITIVES PRIVATE LIMITED

.....

(Mohit Jindal)

Director Director

DIN: 05351969 DIN: 06856831

Place: Khanna
Date: 02-09-2024