Your Directors have immense pleasure in presenting Thirty Fifth (35^th) Annual Report of Sky Industries Limited (‘The Company’), together with the Audited financial statements for the Financial Year ended March 31, 2024.

COMPANY’S FINANCIAL HIGHLIGHTS AND PERFORMANCE

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

PARTICULARS.	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	8246.49	7492.09	8166.02	7492.09
Other Income	151.61	31.48	150.54	31.48
Total Income	8398.10	7523.58	8316.56	7523.58
Depreciation & Amortisation	174.48	169.81	174.64	169.81
Profit before Tax	609.96	233.67	554.73	233.67
Total Tax Expenses	142.47	56.86	140.74	56.86
Net Profit	467.49	176.82	413.99	176.82
Earnings Per Equity Share (in Rs.)
Basic	5.97	2.27	5.25	2.27
Diluted	5.97	2.26	5.25	2.26

OVERVIEW

During the year under review, On Standalone basis, the Revenue from operations of the Company for FY 2023-24 was Rs. 8246.49 as compared to Rs. 7492.09 for FY 2022-23 registering a growth of 10.07%. The profit after tax (“PAT”) attributable to shareholder Rs. for FY 2023-24 was Rs. 467.49 Lakhs as against Rs. 176.82 lakhs for FY 2022-23 registering a growth of 164.39%

On a Consolidated basis, the Revenue from operations of the Company for FY 2023-24 was Rs. 8166.02 as compared to Rs. 7492.09 for FY 2022-23 registering a growth of 9%. The profit after tax (“PAT”) attributable to shareholder Rs. for FY 2023-24 was Rs. 413.99 Lakhs as against Rs. 176.82 lakhs for FY 2022-23 registering a growth of 134.13%

On a Standalone basis, Earning per share was Rs. 5.97 (Basic) and Rs.5.97 (Diluted) stood at in FY 2023-24 as compared to Rs.2.27 (Basic) and Rs. 2.26 (Diluted) in FY 2022-23.

On a Consolidated basis, Earning per share was Rs.5.25 (Basic) and Rs. 5.25 (Diluted) stood at in FY 2023-24 as compared to Rs. 2.27 (Basic) and Rs. 2.26 (Diluted) in FY 2022-23.

The Financial Statements of the company have been prepared in accordance with the Indian Accounting Standards (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts.

The company discloses its financial results on a quarterly basis, which are subject to limited review, and publishes audited financial

statements on an annual basis. The management of the company reviews and evaluates all its recently issued or revised accounting standards on an ongoing basis.

A key focus of the business is promoting and maintaining the operational quality of the products, a people-centric culture, and an effective technology system that enable us to optimize the performance of the company and thus offer and contribute to the company’s growth. The company possesses the following competitive strengths:

• Well experienced and professional management team

• Strong customer proposition

• Operational quality

• People centric operational culture

• Effective technology system

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI Listing Regulations’), and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2023-24, together with the Auditors’ Report, forms part of this Annual Report.

TRANSFER TO RESERVES

During the year under review, the company proposes to retain the entire amount in the profit and loss account in ‘Retained Earnings’. Hence, no amount is transferred to the ‘Reserves’ in the financial year 2023-24.

DIVIDEND

Your company has a commendable track record of rewarding its members with a generous dividend payout. The company demonstrated robust performance during the year under review.

In recognition of your company’s stable performance and the trust placed in its management by the members, the directors are pleased to recommend a dividend of Re. 1/- per Equity Share of Rs. 10/- each (i.e.10%) for the Financial Year ended on March 31, 2024. This recommendation is subject to the approval of members at the ensuing Annual General Meeting of the Company.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL

During the year under review, the Company on May 16, 2023 had issued & allotted 30,700 Equity Shares to the eligible employees of the Company pursuant to the Scheme of Sky Industries ESOP 2018, As a result the issued, subscribed and paid up share capital of the Company stands increased from 78,59,841 to 78,90,541.

The change in paid-up share capital during the year was as under:

Particulars	No. of shares allotted	Cumulative
Paid-up
Share Capital
Capital at the beginning of the year, i.e., as on April 01, 2023	-	78,59,841
Allotment of 30,700 Equity Shares to the eligible employees of the company pursuant to the scheme of Sky Industries ESOP 2018	30,700	78,90,541
Capital at the end of the year, i.e., as on March 31, 2024	-	78,90,541

There were no instances where the Company failed to implement any corporate action within the specified time limit.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2024, the Company has one direct subsidiary, namely, Skytech Textiles Private Limited.

Skytech Textiles Private Limited is incorporated on June 12, 2023 and is engaged mainly in the business of Technical Textile and allied products namely Neoprene.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Act. The Company does not have any material subsidiary as per the relevant provisions of the Act and the SEBI Listing Regulations.

Pursuant to the first proviso to Section 129(3) of the Act read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of subsidiary Company in Form AOC-1 is disclosed under Annexure -A and forms part of this Report.

Pursuant to the provisions of Section 136 of the Act, the standalone financial statement, consolidated financial statement of the Company and separate audited financial statement in respect of subsidiary company are available on the website of the Company.

The Company has formulated a Policy for determining material subsidiaries. The said policy is available on the website of the Company at chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wp-content/uploads/2024/04/16.-Policy-for-Material-Subsidiary.pdf

SKY INDUSTRIES EMPLOYEE STOCK OPTION PLAN -2018

The Sky Industries Employees Stock Options Plan 2018 (“ESOP 2018”) has been formulated to reward the eligible Employees of the Company and/ or its Subsidiary Company(ies)/Group Company(ies)/ Associate Company(ies) (present or future) in India and/ or outside for their performance and to motivate them to contribute to the growth and profitability of the Company. The Scheme aims to attract and retain talent in the organization. The Company views Employee Stock Options as a means that would enable the Employees to get a share in the value they create for the Company in future.

During the year, there have been no material changes in the aforesaid mentioned scheme. The ESOP 2018 scheme is in compliance with the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 (‘SBEB&SE Regulations’).

The applicable disclosures as stipulated under the SEBI (“SBEB Regulations”), pertaining to the year ended 31st March, 2024, is available on the Company’s website at www.skycorp.in

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition

Pursuant to the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, the Board of Directors of the Company is duly constituted with optimum composition of the executive and non-executive Directors including independent woman director. The complete list of Directors of the Company has been provided as part of the Corporate Governance Report. As on March 31, 2024, the board comprises of Eight (8) Directors out of which four (4) are Executive Directors and four (4) are NonExecutive Independent Directors (including one Independent Woman Director).

Appointment/ Re-appointment

During the Financial Year 2023-2024, Mr. M Gopalakrishnan (DIN: 10324513) was appointed as an Additional Director by the Board w.e.f. November 11, 2023 and appointed as a Whole Time Director by members through Postal Ballot dated January 29, 2024 for a period of Three years.

Present Term of Mrs. Sanghamitra Sarangi (DIN:08536750) Independent Director of the Company shall expire on August 13, 2024 your Directors in its meeting held on May 21, 2024 on the

recommendation of Nomination and Remuneration Committee have considered her re-appointment for 2^nd Term for the period of Three (3) years with effect from August 14, 2024. Your Directors recommend for your approval by way of Special Resolution at ensuing Annual General Meeting (AGM).

Directors retiring by rotation

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. Shailesh S Shah (DIN: 00006154), Managing Director & Mr. Maikal Raorani (DIN: 00037831), Whole Time Director and Chief Financial Officer 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. Shailesh S Shah & Mr. Maikal Raorani, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified 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.

Resignation/ Retirement

Mr. Vaibhav Jay Desai (DIN: 06673723) resigned from his position as Director of the Company effective November 10, 2023, citing his desire to concentrate on new business prospects at the subsidiary company, Skytech Textiles Private Limited.

Key Managerial Personnel

During the year under review, Miss Priyal Ruparelia (Membership No.: A71040) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 16, 2023.

Further, there was no change in the Key Managerial Personnel of the Company during the year under review.

Independent Directors

Statement on declaration given by Independent Directors

In accordance with Section 149(7) of the Act, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

In the opinion of the Board of Directors, the Independent Directors fulfill the conditions specified in Act read with the Rules made thereunder as well as the SEBI Listing Regulations and are independent from Management, hold the highest

degree of integrity and possess expertise in their respective fields with enormous experience. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at the web link:chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/ wp-content/uploads/2024/04/Terms_of_appointment_of_ independent_director-2.pdf All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and have enrolled their names in the ‘Independent Directors Data Bank’ maintained by Indian Institute of Corporate Affairs. (“IICA”).

Familiarization Programme for Independent Directors

Your Company has in place the familiarization programme for its Independent Directors which is imparted at the time of appointment of an Independent Director on Board as well as annually. 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/2024/04/Independent-Director-Familiarization-Programme-1.pdf

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5)of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2024 the Board of Directors hereby confirm that:

i) In the preparation of the annual accounts for the financial year ended March 31, 2024, 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, 2024 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.

NUMBER OF MEETINGS OF THE BOARD

The Board meets on a regular basis to deliberate and make decisions regarding corporate goals and policies. The Board regularly presents business at meetings and has excellent

operational oversight. In order to facilitate their calendar planning and guarantee significant participation, the board meetings are pre-scheduled.

The Board’s consent is obtained only in the event of extraordinary and urgent business, if necessary, by passing resolutions through circulation that are reaffirmed in the ensuing Board meeting and are allowed by law. To help the Directors make well-informed choices, the agenda for the board meetings includes thorough notes on the topics to be discussed.

During the financial year, five (5) 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.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met 1 (one) time on March 20, 2024.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has conducted an annual evaluation of its own performance, that of its Committees, and the performance of the Directors individually. Feedback was solicited through a structured questionnaire covering various aspects of the Board’s functioning, including the adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties and obligations, and governance. The evaluation was conducted based on the responses received from the Directors.

In a separate meeting of Independent Directors, performance of non-independent Directors, the board as a whole and the Chairperson of the Company were evaluated. Further, the Independent Directors in the said meeting had also assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board. The Independent Directors were satisfied with the overall functioning of the Board, which displayed a high level of commitment and engagement. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Directors being evaluated.

The performance of the Independent Directors was based on the criteria such as time devoted and attention given to professional obligations for independent decision making and acting in the best interest of the Company, strategic guidance to the Company and help in determining important policies, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. Further, the said criteria were also mentioned in the rating sheets which were filled by each of the Directors during the financial year with regard to the above mentioned performance evaluations.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Stakeholders 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.

CORPORATE SOCIAL RESPONSIBILITY

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’s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR activities undertaken by the company during the year and the CSR policy of the company is specified in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The contents of the CSR Policy as approved by the board are available on the website of the company and can be accessed through the web link at https://skycorp.in/wp-content/uploads/2023/03/CSR-Policy.pdf

The details of the Corporate Social Responsibility Committee are given in the Corporate Governance Report which forms part of the Annual Report of the company.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

At Sky, Human resource has always been of utmost importance as they are the growth drivers and main stay of the organization. Human Resource Development has been defined as the cultivation of employees. Employees being our key stakeholders, the HR initiatives and policies revolve around garnering the opportunities to serve our employees better. Human resource is considered as key to the future growth strategy of the Company and looks upon to focus its efforts to further align human resource policies, processes and initiatives to meet its business needs.

This year, the company’s focus has also remained on providing an open work environment that fosters continuous improvement and development. Your company believes in hiring lifelong learners and providing them with an environment that fosters continuous learning, innovation, and leadership development. Additionally, your company believes in fostering long and happy relationships with its employees. The company continuously adopts structures to attract the best external talent and promotes internal talent, helping them realize their career aspirations. Sky aims to establish a healthy, hospitable, and competitive work environment so that its employees can achieve success and set new benchmarks for quality, productivity, efficiency, and customer satisfaction.

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members.

The Board of Directors of the Company has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its role and other matters provided under Section 178(3) the Act.

For the purpose of selection of any Directors, Key Managerial personnel, Senior Management of the company, the nomination and remuneration identifies person of integrity who possess relevant expertise, experience and leadership qualities required for the position. The Committee also ensures that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Act or other applicable laws.

The said policy has been posted on the website of the Company and the web link thereto is: https://skycorp.in/sky-policies-adopted/. The details of this policy are given in the Corporate Governance Report.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE 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”.

Nevertheless, effective April 01, 2024 the Company has changed its accounting software from Transactions Allowed in a Linear Line Yard (‘TALLY’) to Systems, Applications & Products in Data Processing (‘SAP’) for the advancement in the technology and for the growth of the company, importantly; this transition does not exert any influence on the Company’s financial position.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

Your Company has an adequate internal audit and control system commensurate with its size and nature of business to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations. The Audit Committee of the Board of Directors reviews the Internal Audit Report and the adequacy and effectiveness of internal controls on a quarterly basis.

The establishment of an effective corporate governance and internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly, Sky Industries Limited works to strengthen such structures. We believe that a strong internal control framework is an important pillar of Corporate Governance.

The internal and operational audit is entrusted to S. A. Porwal & Associates. The main focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. For ensuring independence of audits, internal auditors report directly to the Audit Committee.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

All the related party transactions are placed before the Audit Committee for their review and approval. Prior Omnibus approval is obtained before the commencement of the new financial year, for the transactions which are repetitive in nature and also for the transactions which are not foreseen (subject to financial limit). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature and value of the transactions. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the SEBI Listing Regulations.

All related party transactions entered into by the Company during the financial year under review were in the ordinary course of business and on arm’s length basis and the same were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Company has not entered into any transaction with related parties during the year under review which requires reporting in Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.

The details of related party transactions are provided in the accompanying financial statements. The transactions entered by the Company during the Financial Year under review were in conformity with the Company’s Policy on Related Party Transactions.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans, guarantees or investments are covered under the provisions of Section 186 of the Act during financial year 2023-24 are appended in the notes to Financial Statements forming part of the Annual Report.

DEPOSITS

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 Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

ENVIRONMENT, HEALTH AND SAFETY

Your company ensures strict adherence to all legal standards, with a continued focus on conserving energy and water, increasing the share of green energy in total energy consumption, and reducing waste production.

The management team is actively promoting a culture of safety throughout the organization and maintaining discipline through regular communication and training. The company conducts regular fire safety training and health check-ups for both permanent and contractual employees and workers. Plans are in place to further improve the well-being of the workforce, recognizing that safety culture is an ongoing journey. Additionally, we pledge to provide a secure and healthy work environment across all our offices and production facilities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted vigil mechanism in the form of Whistle Blower Policy for its Directors and employees to report

their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Vigil Mechanism / Whistle Blower Policy is also published in the Company’s website at chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wp-content/uploads/2022/10/6.-Vigil-Mechanism-Whistle-Blower-Policy_SKY.pdf

During the financial year under review, no complaints were received under the Whistle Blower Policy / Vigil mechanism.

AUDITORS AND REPORTS

Statutory Auditor & their Audit Report for the year ended March 31, 2024

At the 34^th Annual General Meeting (AGM) of the Company held on June 30, 2023 Members had approved the re-appointment of CGCA & Associates LLP, Chartered Accountants (Firm Registration No. 123393W) (Earlier known as UKG & Associates) as statutory Auditors of the Company for the second term from the conclusion of 34^th Annual General Meeting to the Conclusion of 39^thAnnual General Meeting to be held in the year 2028.

The Auditor’s report on the Financial Statements for the year ended March 31, 2024, is unmodified and does not contain any qualification, adverse remark, disclaimer, reservation and notes thereto are self-explanatory and do not require any clarifications or explanations. The Auditors have not reported any fraud under section 143(12) of the Act and therefore no details are required to be disclosed under section 134 (3) (ca) of the act.

Secretarial Auditor & their Audit Report for the year ended March 31, 2024

The Board of Directors of the Company had appointed Ramesh Chandra Mishra & Associates, Company Secretary in practice (Membership No.: 5477 Certificate of Practice No. 3987), as Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2024 pursuant to the provisions of Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report is included in Annexure-C and forms an integral part of the report. The Secretarial Audit Report is unmodified and does not contain any qualification, reservation, adverse remark, disclaimer and notes thereto are self-explanatory and do not require any clarifications or explanations. The Secretarial Auditor have not reported any fraud under section 143(12) of the Act and therefore no details are required to be disclosed under section 134 (3) (ca) of the Act.

ANNUAL RETURN

Pursuant to the terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.skycorp.in.

CORPORATE GOVERNANCE

Your Company is dedicated to upholding the highest standards of corporate conduct and sound corporate governance. Additionally, it has satisfied with all of the requirements set forth by the Stock Exchange where its securities are listed as well as of the Securities and Exchange Board of India (The ‘SEBI’).

The SEBI Listing Regulations, as well as any other applicable rules and regulations pertaining to corporate governance, have been complied with, by your company for the financial year ended March 31, 2024. A separate report on corporate governance is appended hereto and forms part of this report together with the necessary certificate from Ramesh Chandra Mishra & Associates, Practicing Company Secretary.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable, for the year under review is presented in a separate section forming part of this Annual Report.

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

Your Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company’s offices, and take appropriate decision in resolving such issues.

All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on Company’s website at https://skycorp.in/ sky-policies-adopted/

An Internal Complaint Committee (ICC) has been set up in compliance under POSH to redress the complaints received regarding sexual harassment. During the financial year under review, no complaints with respect to sexual harassment were received and resolved by the Committee.

The details of complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2023-24 are as follows:

Number of complaints at the beginning of the financial year	0
Number of complaints filed and resolved during the financial year	0
Number of complaints pending at the end of the financial year	0

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosure of particulars regarding the Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo as required under Sub-section (3)(m) of Section 134 of the Act, read with Rule 8 (3) Companies (Accounts) Rules, 2014 is annexed as Annexure-D and forms an integral part of this Directors’ Report.

SECRETARIAL STANDARDS COMPLIANCES

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government Pursuant to Section 118 of the Act.

GREEN INITIATIVES

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative’ undertaken by the Ministry of Corporate Affairs, Government of India, and Securities & Exchange Board of India enabling electronic delivery of documents including the Annual Report to shareholders at their e-mail address registered with the Depository Participant (DPs) and Registrar and Transfer Agent (RTA).

STATUTORY INFORMATION AND OTHER DISCLOSURES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is annexed as Annexure-E and forms an integral part of this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, which were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars. may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of the Annual Report.

CAUTIONARY STATEMENT

Statements in this Board of Directors’ Report and Management Discussion and Analysis Report that describe the Company’s objectives, projections, estimates or expectations may constitute forward-looking statements under applicable securities laws and

regulations. Actual results may differ materially from those expressed or implied. Important factors that may affect the Company’s operations include the availability and prices of raw materials, cyclical demand and prices in the Company’s main markets, changes in government regulations, tax systems, economic developments in India and the countries where the Company does business and other aids services factors.

ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all shareholders, government authorities, and auditors, financial institutions, customers, employees, suppliers, other business associates and various other stakeholders.

For and Behalf of the Board of Directors SKY INDUSTRIES LIMITED

Date : May 21, 2024 Shailesh S Shah Maikal Raorani

Place : Mumbai Managing Director Whole Time Director & CFO

DIN:00006154 DIN:00037831