Sky Industries Ltd

Your Directors have pleasure in presenting Thirty Sixth 36^th Annual Report of Sky Industries Limited (‘The Company'), together with the Audited Financial Statements (standalone and consolidated) for the Financial Year ended March 31, 2025.

The standalone and consolidated financial highlights of the Company's operations are summarized below:

(Rs. in Lakhs)

During the year under review, On Standalone basis, the Revenue from operations of the Company for FY 2024-25 was Rs. 8267.18 Lakhs as compared to Rs. 8246.49 Lakhs for FY 2023-24 registering a flat trajectory of 0.25%. The profit after tax ("PAT") attributable to shareholder for FY 2024-25 was Rs. 611.89 Lakhs as against Rs. 467.49 lakhs for FY 2023-24 registering a growth of 30.89%

On a Consolidated basis, the Revenue from operations of the Company for FY 2024-25 was Rs. 8408.51 as compared to Rs. 8166.02 Lakhs for FY 2023-24 registering a growth of 2.96%. The profit after tax ("PAT") attributable to shareholder for FY 2024-25 was Rs. 582.09 Lakhs as against Rs. 413.99 lakhs for FY 2023-24 registering a growth of 40.60%

On a Standalone basis, Earnings per share was Rs. 7.64 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs.5.97 (Basic) and (Diluted) in FY 2023-24.

On a Consolidated basis, Earnings per share was Rs. 7.27 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. 5.77 (Basic) and (Diluted) in FY 2023-24.

The company's Financial Statements have been prepared in compliance with the Indian Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable provisions of the Act. The annual accounts have been prepared without any significant deviations from the prescribed accounting norms.

The company ensures timely adoption of new or amended Ind-AS as applicable, and any material impact arising from such changes is appropriately disclosed in the financial statements.

The financial reporting process involves a thorough review by the finance team and consultation with external auditors to ensure adherence to statutory requirements.

Considering sufficiency of balance, your Directors do not propose to transfer any amount to General Reserves for the year under review.

Your Company has a consistent history of steady dividend payments. Considering the financial performance for the year ended March 31, 2025, the Directors recommend a dividend of Re. 1/- per equity share of face value Rs. 10/- for the financial year 2024–25.

There has been no increase/decrease in the Authorized Share Capital of your Company during the year under review.

The Company's equity shares are listed on the following Stock Exchange:

(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India;

The Company has one (1) Subsidiary- Skytech Textiles Private Limited as on March 31, 2025 which is primarily engaged in the manufacture and marketing of Technical Textiles and allied products, with a specific focus on Neoprene-based materials. The Company does not have any Joint Venture or Associate Company as defined under Section 2(6) of the Companies Act, 2013.

Furthermore, there is no material subsidiary as per the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations. There has been no material change in the nature of the business of the subsidiary company.

In accordance with the first proviso to Section 129(3) of the Companies Act, 2013 read with Rules 5 and 8 of the Companies (Accounts) Rules, 2014, the key highlights of the financial performance of the subsidiary, as prescribed in Form AOC-1, are presented in Annexure - A to this Report.

Pursuant to Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company, along with the audited financial statements of the subsidiary, are made available on the Company's official website for the benefit of shareholders and other stakeholders.

The Company ensures that the governance mechanisms applicable to its subsidiary comply with the principles of transparency, accountability, and ethical conduct as adopted by the parent Company. The performance of the subsidiary is evaluated periodically, and any material developments are disclosed appropriately in the consolidated financial statements and Board Reports.

The Company has also adopted a formal Policy for Determining Material Subsidiaries, in compliance with SEBI Listing Regulations. The policy is accessible on the Company's website at the following link: chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp.in/wpcontent/uploads/2024/04/16.-Policy-for-Material-Subsidiary.pdf

The Company has formulated an Employee Stock Option Scheme known as SKY Employee Stock Option Plan – 2018 ("ESOP – 2018") in accordance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

The SKY Employee Stock Option Plan – 2018 ("ESOP – 2018") has been designed with the primary objective of fostering a sense of ownership among SKY employees by granting them equity participation in the Company. This scheme aims to recognize and reward employees for their consistent contributions to the Company's growth and operational Company. The plan also supports SKY in attracting and retaining top-tier talent in a competitive market by providing a compelling long-term incentive. It aligns employee interests with those of shareholders, promoting a performance-driven culture focused on sustainable value creation.

The ESOP – 2018 Scheme came into effect from September 07, 2018 subject to attaining approval of the Board of Directors and Shareholders. The Company has received a certificate from Auditors confirming that the ESOP 2018 Scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Further, there are no material changes in the aforesaid mentioned scheme.

The applicable disclosures as stipulated under the SEBI ("SBEB Regulations"), pertaining to the year ended March 31, 2025, is available on the Company's website at www.skycorp.in

The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained success and effective governance. In alignment with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive and Non-Executive

Directors.

The Board comprises individuals with a wide spectrum of expertise, including industry knowledge, financial acumen, legal insight, and operational experience. The Directors also bring in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to informed decision-making and help maintain the Company's strategic edge in a competitive environment.

As of March 31, 2025, the Board consisted of eight (8) Directors, including:

Four Executive Directors and

Four Non-Executive Directors, including one Independent

Woman Director

During the Financial Year 2024–25, Mrs. Sanghamitra Sarangi (DIN: 08536750) was re-appointed as an Independent Director for a second consecutive term of three years, effective from August 14, 2024 to August 13, 2027, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The present term of Mr. Lokanath Mishra (DIN: 08536750), Independent Director of the Company, is due to expire on July 07, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 24, 2025, considered and approved his re-appointment for a second term of three years commencing from July 08, 2025 to July 07, 2028, subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Further, the present term of Mr. Shailesh S Shah (DIN: 00006154) as Managing Director, Mr. Maikal Raorani (DIN: 00037831) as Whole-Time Director & Chief Financial Officer, and Mr. Sharad Shah (DIN: 00006114) as Whole-Time Director, will expire on September 30, 2025. Based on the recommendation of the Nomination and Remuneration Committee, the Board has considered and approved their re-appointment for a further term of three years from October 01, 2025 to September 30, 2028, subject to approval of shareholders by way of Special Resolution at the ensuing Annual General Meeting.

Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.

Mr. Sharad S Shah (DIN:00006114), Whole Time Director & Mr. Gopalakrishnan Mani (DIN: 10324513), Whole Time Director being longest in the office are liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, has sought re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Sharad S Shah & Mr. Gopalakrishnan Mani, are provided as an Annexure to the Notice of the Annual General Meeting.disqualified None of the Directors of the Company are for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

There was no change in the Key Managerial Personnel of the Company during the year under review.

The Company has four Independent Directors, namely Mr. Amarendra Mohapatra, Mr. Lokanath S Mishra, Mr. Nitin Arvind Oza and Mrs. Sanghamitra Sarangi. Each of them has submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have further confirmed that they are not aware of any circumstances or situations that could impair their independence or affect their ability to exercise objective judgment free from external influence.

The Board of Directors has reviewed and duly noted these declarations and confirmations after conducting a thorough assessment of their accuracy. The Independent Directors have also affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent Directors) and the Company's Code of Conduct. There has been no change in the status or circumstances that would affect their designation as Independent Directors during the reporting period.confirmation Additionally, the Company has received from all Independent Directors regarding their registration in the Independent Directors' databank, maintained by the Indian Institute of Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at the chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp.in/wp-content/uploads/2024/04/Terms_of_appointment_ of_independent_director-2.pdf

Your Company has adopted a formal Familiarisation Programme for Independent Directors to support their effective participation on the Board. As part of the familiarisation process, the Company provides detailed insights into its business operations, industry dynamics, organizational structure, and group-level businesses. Independent Directors are also informed about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI Listing Regulations.

The details of Familiarization Programmes are placed on the website of the company and the web link thereto is chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp.in/wp-content/uploads/2025/04/Familiarization_-Programme-24-25.pdf

Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there were no material departures;

ii) The Directors have 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 on March 31,2025 and of the profit of the Company for the year ended on that date;

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

iv) The Directors have prepared the annual accounts on a going concern basis;

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

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

During the year under review, the Board has demonstrated a high level of involvement in guiding the Company, supported by detailed discussions and timely decisions. In cases of urgent or extraordinary matters arising between scheduled meetings, the Board's approval is obtained through resolutions passed by circulation, in accordance with the provisions of the Act and relevant rules. These resolutions are noted and ratified at the subsequent Board meeting to ensure formal documentation and compliance.

During the financial year, six (6) meetings of the Board of Directors were held, the details of which are given in the Corporate Governance Report of the Company, which forms a part of the Annual Report. The intervening gap between the meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

During the year under review, the Independent Directors of the Company met 1 (one) time on February 04, 2025.

The Company has established a comprehensive framework for evaluating the performance of the Board of Directors, its Committees, and individual Directors, in line with the requirements of Sections 134 and 178 of the Act, Regulation 17(10) of the SEBI Listing Regulations, and the Company's Nomination and Remuneration Policy.

As part of this evaluation process, structured and confidential questionnaires were circulated to all Directors to obtain feedback on various aspects of the Board's functioning, the effectiveness of its Committees, and the performance of each Director. The observations and responses received were compiled, analyzed, and subsequently presented to the Chairman of the Board for review and discussion.

The evaluation of Directors covered several aspects, including their attendance and participation in meetings, understanding of the Company's operations and business environment, application of knowledge and expertise, quality of contributions to discussions, maintenance of confidentiality, integrity, and independent judgment. Directors were also evaluated on their alignment with the Company's core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Board's performance was assessed based on criteria such as the effectiveness of its oversight on compliance and governance matters, clarity in the roles of the Chairman and Executive/Non-Executive Directors, the diversity and mix of skills and expertise, strategic involvement, and overall guidance in areas such as risk management, financial reporting, ethics, and succession planning.

Particular emphasis was placed on the Board's ability to provide strategic foresight and review the implementation of key initiatives and policies.

The evaluation of Committees considered their structure, independence, frequency of meetings, adherence to defined procedures, effectiveness in fulfilling their responsibilities, and the extent of their contribution to Board decisions. The Committees were also assessed on their ability to engage meaningfully with internal and external auditors, and their role in supporting oversight functions.

Based on the outcome, the Board concluded that the overall performance of the Board, its Committees, and individual Directors, including Independent Directors, was found to be satisfactory.

As on March 31, 2025, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Stakeholder's Relationship Committee

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

In compliance with the requirements of section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, the Board of Directors of the Company has duly constituted a Corporate Social Responsibility

(CSR) Committee. The Company remains firmly committed to sustainable development through the implementation of a well-defined Corporate Social Responsibility (CSR) strategy. This strategy places strong emphasis on respecting local communities and cultures, protecting the environment, and conserving natural resources and energy.

The Company's Corporate Social Responsibility (CSR) initiatives are fully aligned with the provisions of Section 135 of the Companies Act, 2013. A brief summary of the CSR activities carried out during the year, along with the Company's CSR Policy, is provided in Annexure-B of this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The complete CSR Policy, as approved by the Board of Directors, is available on the Company's website and can be accessed via the following link: https://skycorp.in/wp-content/uploads/2023/03/CSR-Policy.pdf.

Further details regarding the CSR Committee, including its composition and responsibilities, are included in the Corporate Governance Report, which forms an integral part of the Company's Annual Report.

The HR function is strategically integrated with the Company's long-term vision and is geared towards enhancing employee experience, performance, and future readiness. This year, Sky remained committed to nurturing an inclusive and collaborative workplace culture that encourages transparency, creativity, and mutual respect. The Company actively promotes a learning-oriented environment by investing in skill-building, leadership development, and cross-functional exposure, ensuring employees continue to grow and thrive within the organization.

In addition to professional growth, the Company places great value on employee well-being and work-life balance, striving to create a healthy, engaging, and performance-driven culture. Through various initiatives and feedback mechanisms, the Company ensures continuous dialogue with its workforce, reinforcing its commitment to building long-term, fulfilling relationships with employees.

To enhance team spirit and cultivate a welcoming environment, the Company also organized various interactive sessions and team-building activities, which encouraged open communication, collaboration, and relationship-building across departments.

These initiatives played a significant role in reinforcing team spirit and enhancing organizational cohesion.

The Company has established a comprehensive Policy on Director Appointment and Remuneration, which also encompasses Key Managerial Personnel and other employees. This policy serves as a framework for the Nomination and Remuneration Committee to identify and recommend individuals who possess the necessary qualifications, skills, and experience to serve as Directors. It also lays down clear criteria for assessing the independence of Directors in accordance with regulatory requirements and the Company's governance standards.

Furthermore, the policy ensures that the Company's remuneration strategy is aligned with its overarching business objectives. Remuneration packages are designed to reward individual contributions as well as overall organizational performance, while remaining competitive and in line with industry benchmarks. This approach not only motivates Directors and employees to deliver sustainable value but also supports the retention of high-caliber talent.

In addition to fixed and variable pay components, the policy emphasizes transparency, fairness, and alignment with shareholder interests. The Committee regularly reviews the policy to adapt to changing regulatory landscapes and evolving best practices in corporate governance. This enables the Company to maintain a balanced and performance-driven reward system that fosters long-term growth and accountability.

The said policy has been posted on the website of the Company and the web link thereto is: chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wpcontent/ uploads/2022/10/Nomination-and-Remuneration-Policy-NRC_ SKY.pdf The details of this policy are given in the Corporate Governance Report

No material changes and commitments have occurred between the end of the Company's financial year of the Company to which the financial statements relate and the date of the report which may affect the financial position of the Company or its status as a "Going Concern".

The Company has in place a robust internal control system, commensurate with the size, scale, and complexity of its operations. These controls are supported by well-documented policies and standard operating procedures that govern key business processes. The internal control framework is designed to ensure the orderly and efficient conduct of business, including adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

In compliance with Section 138 of the Act and the applicable provisions of the SEBI Listing Regulations, the Company has established a structured Internal Audit function. The scope, authority, and functioning of the internal audit are defined and reviewed periodically by the Audit Committee. Internal audits are conducted at regular intervals to assess the effectiveness of operational and financial controls and to provide assurance on the design and operating effectiveness of internal systems.

The internal audits during the year focused on key functional areas such as inventory management, stock, Human Resources,

IT systems, and operational efficiency. The audit findings were presented to the Audit Committee on a quarterly basis, along with management's responses and action plans. Follow-up mechanisms are in place to ensure the timely implementation of corrective measures.

The internal control environment of the Company is dynamic and responsive to evolving business needs. It is reviewed periodically and strengthened as required to ensure high standards of governance, transparency, and accountability are maintained throughout the organization.

The internal and operational audit responsibilities are assigned to S. A. Porwal & Associates, who function independently and report directly to the Audit Committee to ensure objectivity and transparency in the audit process. The primary focus of their audit activities is to conduct a comprehensive assessment of business risks, evaluate the effectiveness of internal controls, and review core business processes for efficiency, compliance, and alignment with industry best practices.

There is no amount due to be transferred to the IEPF account.

Your Company has in place a Policy on Related Party Transactions for purpose of identification and monitoring of Related Party Transactions and is published on the Company's website at https:// skycorp.in/wp-content/uploads/2022/10/11.-RPT-Policy_SKY. pdf

The Company has established a robust and transparent framework for the review, approval, and monitoring of Related Party Transactions (RPTs). This framework ensures that all transactions with related parties are conducted in a fair, arm's-length manner and are aligned with the Company's commitment to ethical business practices and regulatory compliance.

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Company's Policy on Materiality and Dealing with Related Party Transactions, all relevant information pertaining to proposed RPTs—including transaction details, nature of the relationship, commercial rationale, and pricing justification is submitted for prior review and approval of the Audit Committee.

The Audit Committee plays a critical oversight role by ensuring that such transactions are in the best interest of the Company and its stakeholders, and do not result in any conflict of interest. For material RPTs and those requiring shareholder approval, the Company ensures timely disclosure and compliance with all applicable regulatory requirements and SEBI circulars.

Additionally, the Company periodically updates its Related Party Transaction policy to incorporate changes in law and evolving governance best practices. The Company has not entered into any transactions with related parties during the year under review which requires reporting in Form AOC-2 in terms of Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014. Mr. Shailesh S Shah, Managing Director of the company is the brother of Mr. Sharad Shah, Whole Time Director of the Company.

Apart from this, there are no other relationships between the Key Managerial Personnel (KMP) inter-se.

The particulars of loans, guarantees, and investments made by the Company during the financial year 2024 25, as required under Section 186 of the Companies Act, 2013, are provided in the Notes to the Financial Statements, which form an integral part of this Annual Report.

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 & 76 of the Act, read with the Rules made thereunder, and therefore, no amount of principal or interest on deposit was outstanding as of the Balance Sheet date.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act.

During the year under review there has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Your Company remains fully committed to upholding the highest standards of legal compliance and operational excellence in all aspects of Health, Safety, and Environmental (HSE) management. During the year under review, the Company continued to focus on energy and water conservation, enhanced utilization of renewable energy sources, and efforts to minimize waste generation across operations. These initiatives are in alignment with the Company's broader goals of sustainable development and environmental stewardship.

In line with this commitment, the management has actively fostered a culture of safety and well-being across the organization. The Company organizes routine fire safety drills, along with periodic health check-ups for both permanent and contractual employees, ensuring proactive care and risk prevention at the workplace.

The Company recognizes that safety is not a one-time initiative but an ongoing journey of continuous improvement. Accordingly, it has outlined future plans aimed at further enhancing the overall workforce well-being, promoting a proactive approach to health and safety, and embedding a strong safety- culture throughout all operational sites.

Additionally, your Company reaffirms its commitment to providing a safe, healthy, and secure working environment across all manufacturing units and office, thereby ensuring a responsible and people-centric approach to organizational growth.

Your Company is committed to fostering a work environment that upholds the highest standards of safety, ethics, and legal compliance across all levels of its operations. To this end, a structured Vigil Mechanism and Whistle blower Policy have been implemented in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

These mechanisms are designed to enable employees and other stakeholders to confidentially report concerns regarding actual or suspected misconduct, including unethical behavior, violations of legal or regulatory requirements, and breaches of the Company's Code of Conduct. The system ensures that disclosures are handled in a fair, transparent, and secure manner, without fear of retaliation. Comprehensive information on the Company's Vigil Mechanism and Whistle blower Policy is provided in the Corporate Governance Report, which forms an integral part of this Integrated Annual Report. The Policy is also available on the Company's official website at chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wp-content/uploads/2022/10/6.-Vigil-Mechanism-Whistle-Blower-Policy_SKY.pdf

There were no Complaints received for the financial year ended March 31, 2025.

Statutory Auditor & their Audit Report for the year ended March 31, 2025 At the 34^th Annual General Meeting held on June 30, 2023, the Members approved the re-appointment of CGCA & Associates LLP, Chartered Accountants (Firm Registration No. 123393W), formerly known as UKG & Associates, as the statutory auditors of the Company. This appointment is for a second term, spanning from the conclusion of the 34^th AGM until the conclusion of the 39^th AGM, scheduled in the year 2028.

The Auditor's Report on the Financial Statements for the year ended March 31, 2025, is unqualified and free from any adverse remarks, qualifications, disclaimers, or reservations. The notes accompanying the financial statements are comprehensive and self-explanatory, requiring no additional clarifications.

Furthermore, the Auditors have not reported any instances of fraud under Section 143(12) of the Companies Act, and consequently, no disclosures are necessary under Section 134(3)(ca) of the Act.

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.:5477 Certificate of Practice No.:3987), to conduct secretarial audit of the Company for FY25.

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, appointment of M/s. Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.:5477

Certificate of Practice No.:3987), as Secretarial Auditors of the Company for a term of 3 years starting from FY26. The Company has received a consent letter from M/s Ramesh Chandra Mishra & Associates, that they are not and are eligible to hold the office as Auditors of the Company, if appointed.

The Secretarial Audit Report, provided by the Secretarial Auditor, is annexed as Annexure-C and forms an integral part of this Report. The Report is clean and with no reservations, adverse remarks, disclaimers, or qualifications. The observations made in the Report are self-explanatory and do not warrant any further comments or explanations from the Board. Furthermore, the Secretarial Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013. Accordingly, there are no disclosures required under Section 134(3)(ca) of the Act.

The Company has followed Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its financial statements.

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Company's official website at www.skycorp.in.

The Company remains steadfast in its commitment to upholding the highest standards of Corporate Governance, emphasizing transparency, accountability, and ethical business practices in all aspects of its operations. In accordance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance has been included as part of this Integrated Annual Report.

Additionally, a certificate issued by M/s. Ramesh Chandra Mishra & Associates, Company Secretaries, of the Company, confirming compliance with the Corporate Governance requirements as prescribed under the Listing Regulations is annexed thereto.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34 read with Schedule V of SEBI Listing Regulations, forms part of this Annual Report.

The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

The Company is firmly committed to fostering a safe, respectful, and inclusive workplace and maintains a zero-tolerance policy towards any form of discrimination or harassment. In alignment with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a comprehensive Anti-Harassment and Grievance Redressal Policy.

To ensure proper handling of such matters, an Internal Complaints Committee (ICC) is constituted at the Group level to address and resolve complaints related to sexual harassment in a timely and fair manner. The policy clearly outlines the procedures, roles, and responsibilities involved in addressing such concerns and aims to offer guidance and support to employees across all offices of the Company.

The policy covers all women employees, including those who are permanent, temporary, or contractual. It is introduced to all employees during their induction.

During the financial year under review, the Company has not received any complaints pertaining to sexual harassment. The said policy has been uploaded on Company's website at https:// skycorp.in/sky-policies-adopted/

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2024-25 are as follows:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo is provided in Annexure - D, which forms an integral part of this Report.

Your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Date: May 24, 2025

Place: Mumbai

No Director of the Company has received any remuneration or commission from any of its subsidiary companies.

The Company does not operate any scheme or make any provision for the purchase of its own shares by employees or through trustees for the benefit of employees.

The Company has not accepted any public deposits as defined under Sections 73 and 76 of the Companies Act, 2013, along with the applicable rules framed thereunder.

Further, during the year, the Company has not received any funds from the public that would fall within the purview of the said provisions of the Act.

Not applicable during reporting period.

Certain statements made in this Report, including those under Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders, and other sections of the Annual Report, may constitute "forward-looking statements" as per applicable laws and regulations. These statements reflect the Company's current intentions, expectations, projections, or forecasts regarding future performance.

However, actual outcomes may vary materially from those expressed or implied, owing to changes in market conditions, economic developments, or unforeseen circumstances. The Company does not assume any obligation or responsibility for the accuracy or completeness of such forward-looking statements, which may be subject to revision based on future events, developments, or the availability of new information.

The Directors acknowledge and sincerely appreciate the dedication, perseverance, and hard work demonstrated by all employees across the Company. They also extend their heartfelt thanks to the shareholders, government bodies, regulatory authorities, banks, credit rating agencies, stock exchanges, depositories, auditors, customers, vendors, business associates, suppliers, distributors, and the communities surrounding the Company's operations. The Directors are grateful for their continued support, trust, and confidence in the Company's Management.

For and Behalf of the Board of Directors