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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Sky Industries Ltd.

Mar 31, 2025

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

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The standalone and consolidated financial highlights of the Companyâs operations are summarized below:

(Rs. in Lakhs)
PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	8267.18	8246.49	8408.51	8166.02
Other Income	146.90	151.61	140.62	150.54
Total Income	8414.09	8398.10	8549.14	8316.56
Depreciation & Amortisation	178.42	174.48	181.65	174.64
Profit before Tax	817.27	609.96	780.75	554.73
Total Tax Expenses	205.35	142.47	198.65	140.74
Net Profit	611.89	467.49	582.09	413.99
Earnings Per Equity Share (in Rs.)
Basic	7.64	5.97	7.27	5.25
Diluted	7.64	5.97	7.27	5.25

Note: Previous yearâs figures have been regrouped/reclassified wherever necessary to correspond with the current yearâs classification/disclosure.

OVERVIEW

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 (âPATâ) 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 (âPATâ) 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 companyâs 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.

TRANSFER TO RESERVES

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

DIVIDEND

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.

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

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

LISTING OF EQUITY SHARES

The Companyâs equity shares are listed on the following Stock Exchange:

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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 Companyâs 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 Companyâs website at the following link:

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https:// skycorp. in/wpcontent/uploads/2024/04/16. -Policy-for-Material-Subsidiary.pdf

SKY INDUSTRIES EMPLOYEE STOCK OPTION PLAN -2018

The Company has formulated an Employee Stock Option Scheme known as SKY Employee Stock Option Plan - 2018 (âESOP - 2018â) 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 (âESOP - 2018â) 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 Companyâs 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 (âSBEB Regulationsâ), pertaining to the year ended March 31, 2025, is available on the Companyâs website at www.skycorp.in

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Composition

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 Companyâs strategic edge in a competitive environment.

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

â¢ Four Executive Directors and

â¢ Four Non-Executive Directors, including one Independent Woman Director

Appointment/ Re-appointment

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.

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. 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 (âAGMâ) 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.

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.

Key Managerial Personnel

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

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 Companyâs 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.

Additionally, the Company has received confirmation from all Independent Directors regarding their registration in the Independent Directorsâ 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

Familiarization Programme for Independent Directors

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

DIRECTORSâ RESPONSIBILITY STATEMENT

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.

NUMBER OF MEETINGS OF THE BOARD

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 Boardâs 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.

INDEPENDENT DIRECTORS

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

ANNUAL BOARD EVALUATION

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 Companyâs 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 Boardâs 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 Companyâs 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 Companyâs core values, commitment to fiduciary responsibilities, and adherence to the Code of Conduct.

The Boardâs 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 Boardâs 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.

COMMITTEES OF THE BOARD

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

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Stakeholderâs 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 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 Companyâs 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 Companyâs 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 Companyâs 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 Companyâs Annual Report.

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

The HR function is strategically integrated with the Companyâs 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.

NOMINATION AND REMUNERATION POLICY

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 Companyâs governance standards.

Furthermore, the policy ensures that the Companyâs 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 longterm 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

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 Companyâs 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 âGoing Concernâ.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

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 managementâs 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.

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 Companyâs 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, armâs-length manner and are aligned with the Companyâs 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 Companyâs Policy on Materiality and Dealing with Related Party Transactions, all relevant information pertaining to proposed RPTsâincluding transaction details, nature of the relationship, commercial rationale, and pricing justificationâis 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

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.

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 Act.

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 Companyâs operations in future. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

ENVIRONMENT, HEALTH AND SAFETY

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 Companyâs 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-first 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 Companyâs 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 Companyâs 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 Companyâs 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.

AUDITORS AND REPORTS

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 Auditorâs 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.

Secretarial Auditor & their Audit Report for the year ended March 31, 2025

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 disqualified 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 unqualified, 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.

Accounting Standards

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

ANNUAL RETURN

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 Companyâs official website at www.skycorp.in.

CORPORATE GOVERNANCE

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

DISCLOSURES UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013

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 Companyâs 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:

Number of complaints at the beginning of the 0 financial year

Number of complaints filed and resolved during 0 the financial year

Number of complaints pending at the end of the 0 financial year

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

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.

SECRETARIAL STANDARDS COMPLIANCES

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).

STATUTORY INFORMATION AND OTHER DISCLOSURES

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

â¢ 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.

â¢ 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.

â¢ 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.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not applicable during reporting period.

CAUTIONARY STATEMENT

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 âforward-looking statementsâ as per applicable laws and regulations. These statements reflect the Companyâs 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.

ACKNOWLEDGEMENT

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 Companyâs operations. The Directors are grateful for their continued support, trust, and confidence in the Companyâs Management.

Mar 31, 2024

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

COMPANYâS FINANCIAL HIGHLIGHTS AND PERFORMANCE

The standalone and consolidated financial highlights of the Companyâs 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 (âPATâ) 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 (âPATâ) 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 âActâ) 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 companyâs growth. The company possesses the following competitive strengths:

â¢ Well experienced and professional management team

â¢ Strong customer proposition

â¢ Operational quality

â¢ People centric operational culture

â¢ 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 âSEBI Listing Regulationsâ), and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2023-24, together with the Auditorsâ 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 âRetained Earningsâ. Hence, no amount is transferred to the âReservesâ 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 companyâs 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 (âESOP 2018â) 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 (âSBEB&SE Regulationsâ).

The applicable disclosures as stipulated under the SEBI (âSBEB Regulationsâ), pertaining to the year ended 31st March, 2024, is available on the Companyâs 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

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 (âAGMâ) 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.

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 âIndependent Directors Data Bankâ maintained by Indian Institute of Corporate Affairs. (âIICAâ).

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

DIRECTORSâ 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;

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 Boardâs 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 Boardâs 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 Companyâs 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.

CORPORATE SOCIAL RESPONSIBILITY

The companyâs 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 companyâs 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.

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

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 armâs 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 Companyâs 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

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

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 Companyâs code of conduct or ethics policy. The Vigil Mechanism / Whistle Blower Policy is also published in the Companyâs 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 Auditorâs 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 âSEBIâ).

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 Companyâs performance, industry trends and other material changes with respect to your Companyâs 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 Companyâs 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 Companyâs 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 Directorsâ 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 âGreen Initiativeâ 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 Directorsâ Report and Management Discussion and Analysis Report that describe the Companyâs 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 Companyâs operations include the availability and prices of raw materials, cyclical demand and prices in the Companyâs 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

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particular 2014-2015 2013-14

Cmss Income 5539 5611

Pin lit Before Interest and 265 499

Depreciation

Finance Charges 323 329

Cross Profit

Provision for Depreciation 133 137

Net Profit Before Tax (113) 73

Provision for Tax 1151 4

Net Profit After Tax (98) 69

Balance of Profit forward 1024 956

Balance available far appropriation 926 1024

Proposed Dividend on Equity NIL NIL Shares

Taxon pm posed Dividend NA NA

Transfer to General Reserve NIL NIL

Surplus carried to Balance Sheet 926 1024

The Consolidated financial summary of the Company's' performance is as under:

Particulars 2014-2015 2013-14

Gross Income 6543.07 823.39

Net Profit After Tax (637) 189,75

2. Brief description of the Company's working during the year/State of Company's affair

The Company has Hook and Loop Tape fasteners as a major division now. Other Divisions viz. Malai Dori, Elastics etc are now closed. The contribution of Hook and Loop Tape Fasteners is 85% of the overall revenue of the Company. The other significant divisions are Velvet Manufacturing based in Daman.

The turnover of the Company was 55.38 Crores, nearly the same as previous year. The PAT was negative considering pressures on other businesses of the Company, vis a vis a PAT of Rs. 68 Lacs in the previous year.

The trend of performance is reflected in the Consolidated results as well.

3. Change in the nature of business, if any

The Company is looking to leverage on its core competency in narrow woven fabrics. Other allied businesses have been shut and the focus now is on primary business.

4. Dividend

In view of inadequate profits, the Directors do not recommend any dividend for the current year.

5. Change of Name

The Company has not changed its name during the year under preview.

6. Share Capital

The Company has not issued any shares with differential voting rights as well as neither issued any sweat equity.

7. Directors and Key Managerial Personnel

During the year, Ms Aditi Bhatt has been appointed as Independent Director in the Company.

8. Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure II.

9. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

11. Declaration by an Independent Director(s) and re- appointment. if any

A declaration by the Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been obtained.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

12. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

13. Details of Subsidiarv/TointVentures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-III

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

14. AUDITORS:

The Auditors, M/s Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

15. AUDITORS'REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's products/ business of the Company for FY2014-15

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Ramesh Chandra Mishra, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report. The report is self-explanatory and do not call for any further comments.

18. Internal Audit & Controls

The Company continues to engage M/s Sitendu Sharma & Co as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

19. Issue of employee stock options

No ESOP were granted in the year under preview.

20. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.skyindia.com under investors/policy documents/Vigil Mechanism Policy link.

21 Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

22. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXUREI.

23. No material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

24. Deposits

The Company has not accepted any deposits within the meaning of Deposits under the Chapter V of the Act.

25. Particulars of loans, guarantees or investments under section 186

Details of Loans:

sl Date of Details of Amount Purpose for Time No making borrower which the period Joax loans is to for be utilzed which by the it is recipient even

NOT APPLICABLE

Date of Date of Rate of secruity BR SR interest (if reqd)

Details of Investments

sl Date of Details of Amount Purpose for which No investments Investor in lacs the proceeds fron intellectualis purpossed is bee utilzed by the receiplent

1. 28/5/99 Skay Lac 35.61 Operations

2. 31/3/92 Dombivi Nagerj 5.00 Banking Limits Sahaker bank

3. 31/3/08 sky.Heminay 147.87 Operations Pvt.Ltd

4. 6/1/11 S.K Stahe 28.60 Operations and Pvt.Ltd

sl Date of Date of BE Date of sit Expected rate No investments (if reqd) of return

1. 28/5/99 - - -

2. 31/3/92 - - -

3. 31/3/08 - - -

4. 6/1/11 - - -

Details of Guarantee / Security Provided:

Sl. Date of Details of Amount Purpose for which the No Providing recipient secrity/ garantee is secrity / propose to be utilized garantee by the recipient

1 18/9/09 sky Hemmave 126 Lacs Banking Limits Pvt.Ltd

Sl. Date of date of BR Date of SR Commission No Providing (if any) secrity / garantee

1 18/9/09 - - -

26. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Notes to Accounts.

27. STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

29. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

The production activity of the Company is not energy intensive. However, all measures are being taken for optimizing energy usage.

(b) Technology absorption

The Company plans to introduce various measures to help the production improvement as well as reduce the wastage further.

(c) Foreign exchange earnings and Outgo

During the year, total foreign exchange used was Rs. 2414 Lakhs and the total foreign exchange earned was Rs. 711 lakhs.

30. Corporate Social Responsibility (CSR)

As per the Companies Act, 2013, all companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

The Company presently does not meet with any of the criteria stated herein above.

31. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

32. Directors' Responsibility Statement

Pursuant to the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 pertaining to the Directors' Responsibility Statement it is hereby confirmed thatÂ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors 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 at the end of the financial year and of the profit and loss of the company for that period;

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

(d) the directors have prepared the annual accounts on a going concern basis; and

(e) the directors, , have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 27th Sep, 2014), with the Ministry of Corporate Affairs.

34. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

Shailesh Shah Managing Director

Place: MUMBAI Date: 11th Aug 2015

Mar 31, 2014

Dear Members

The Directors take pleasure in submitting the 25th Annual Report and Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS AND OPERATIONS:

(Rs in Lacs)

Current Previous Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales and other income 5611 6311

Profit before Depreciation, Interest 499 336

Tax and Appropriation

Less: Interest 329 288

Depreciation 137 145

Profit / (Loss) before tax 33 (97)

Exceptional Item 40 35

Provision for Taxation 4 28

Profit / (Loss) after taxation 69 (34)

RESULTS OF OPERATIONS

The turnover during the year was Rs. 5505 Lacs as compared to previous years Rs.6117 Lacs, a decrease of about 10%. The major reason for decrease in the turnover was due to non operation of Navi Mumbai unit owing to labor unrest.

DIVIDEND

Owing to inadequate profits, the Directors have not recommended any dividend in the year under review.

EXPORTS

During the year under review the Exports were at Rs. 1015 Lacs vis-vis Rs.1050 Lacs in the previous year. Although the drop was marginal it was mainly on account of conscious decision to avoid the risky European markets, which were largely instrumental in getting higher export orders in the previous year.

INTERNATIONAL BUSINESS / SUBSIDIARY

Your Directors informed that due to adverse market conditions, the operations of the subsidiary company SKAYINC., was closed from April 2013.

Directors

In accordance with the provisions of the Companies Act, 2013 read with cl. 49 of the Listing Agreement Mr. Vijay Choraria, Mr. Narendra Mahajani and Mr. Subramanian Sharma - Independent Directors of the Company are to be re- appointed at Annual General Meeting for a period of five years starting from 27th September, 2014.

Mr Vaibhav Desai-Wholetime Director of the Company is re-appointed for the period of 3 years starting 30th September, 2014

Directors Responsibility Statement

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

(iii) That the Directors have 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis;

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

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

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

AUDITORS

The retiring Auditors M/s Thanawala & Co., Chartered Accountants, Mumbai, have been re-appointed to hold office till the conclusion of the 27th Annual General Meeting. They have furnished a certificate to the effect that the proposed re- appointment, is in accordance with the limits specified under section 139 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the Companies Act, 1956.

FIXED DEPOSIT

As on 31st March, 2014 the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. However the company has filed the return ender section 58 of the Companies Act, 1956, as certain loans from the shareholders fall under the purview of the aforesaid act.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr. Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

SUBSIDIARIES

The Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date along with the Directors'' and Auditors'' Report and Statement pursuant to the relevant sections of the Companies Act relating to Sky Hemmay Pvt. Ltd., and SK Stabel Industries Pvt. Ltd., Subsidiaries of the Company are attached to this report and shall be treated as forming part of the report.

LOAN TO SUBSIDIARY

The Company has given Corporate Guarantee to its Subsidiary Company, Sky Hemmay Pvt Ltd. upto Rs 126 lac for the purpose of meeting of its working capital limits.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 397.64 Lacs consisting of 3976400 equity shares of face value of Rs. 10/- each.

2. The Board of Directors of the company consists of 8 Directors. Out of which 4 promoter directors are namely Mr.Sharad Shah, Mr. Shailesh Shah, Mr. Nitin Motani, Mr. Saurabh Motani and Mr. Vaibhav Desai; and three Independent Directors namely Mr. Vijay Choraria, Mr. Narendra Mahajani and Mr. Subramanian Sharma.

3. The secured debt of the company is of Rs 63.24 Lacs.

4. The Promoters holding consists of 17,38,299 equity shares of Rs. 1,73,82,990/- each amounting to 43.72 %

5. During the year unclaimed dividend was Rs. 126294/-.

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

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

Sky Industries Limited has a formal Risk Management (RM) framework, which has grown and refined over a period of time as the businesses are becoming more complex and increasingly facing various challenges across the globe.

The Company has put in place a risk management framework in line with its vision, mission and business strategy.

The Company''s Risk Management framework is based on a ''risk intelligence'' map, taking into account key focus areas of risk identification and mitigation. The areas of risk are further ''drilled down'' to its component parts, risks and mitigation measures identified; responsibilities are then allocated to respective department and functional heads, who monitor risk mitigation measures and calculate residual risk. The methodology links mission, objectives and risk management, and implements the following steps:

1. Understand Mission, Vision, Corporate Objectives

2. Understand organisation structure and key management team

3. Work with key business line leaders to understand business line objectives, divisional objectives and business plans Understand link between corporate objectives and business unit objectives and

4. Review currently identify risks and identify gaps and linkages between business risks and process risks

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company; or

6. Independent director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Two (2) of Independent Directors Mr. Narendra Mahajani and Mr Subramanian Sharma

Mr. Narendra Mahajani being the Chairman of the Committee.

The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most ofthe Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Implementation of Risk Management Policy

DETAILS RELATING TO LOANS AND INVESTMENTS:

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures there to.

RELATED PARTY TRANSACTIONS

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

For and on behalf of the Board

Date: 11th Aug, 2014 Nitin K. Motani Place: Mumbai Chairman

Mar 31, 2010

The Directors take pleasure in submitting the 21st Annual Report and Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS AND OPERATIONS: (Rs in Lacs)

Particulars Current Year ended Previous Year ended 31.03.2010 31.03.2009

Sales and other income 6455 6139

Profit before Depreciation, Interest

Tax and Appropriation 997 602

Less: Interest 246 358

Depreciation 205 223

Provision for Taxation 77 (3)

Deferred Taxation 64

Profit / (Loss) after taxation 405 24

Add: Prior Period Adjustments 4 9

Excess provision for tax adjusted 0 0

Balance brought forward 1162 1147

Balance available for Appropriation 1329 1171

RESULTS OF OPERATIONS

The turnover during the year was Rs. 6455 Lacs as compared to previous years Rs. 6139 Lacs, an increase of about 5 %.

DIVIDEND

A Dividend of 5 % is proposed to be distributed to the shareholders of the Company.

EXPORTS

During the year under review the Exports were at Rs. 2583 lacs, an increase of about 28% over the previous year. The Company improved its presence in export market, the seeds for which were sowed in the previous years.

INTERNATIONAL BUSINESS/ SUBSIDIARY

Your Directors are pleased to inform that the performance of the subsidiary companies, SKAY INC & Sky Hemmay for the year ended 31st March, 2010 was satisfactory.

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of the Directors and the respective Auditors Report thereon of the subsidiary companies, SKAY INC & Sky Hemmay for the year ended 31s March, 2010, are annexed herewith.

HUMAN RESOURCES

At present we have 321 (Three Hundred and twenty one members) in our family globally and we expect stable growth in same in this financial year. Your company encourages teamwork, along with individual excellence; develop a sense of belonging amongst employees by caring attitude.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing agreement with the Stock Exchanges is included in this report.

AUDIT COMMITTEE

The details of the committee are given in the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing agreement with the Stock Exchanges is presented as a separate section forming part of this Annual Report.

DIRECTORS

Mr. Nitin Motani, and Mr. Sharad Shah, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Maikal Raoranis term of appointment as a Wholetime Director expires on 30* Sep 2010. He is eligible and has offered himself for re-appointment on the terms and conditions as stated in the agreement entered into with the Company.

Your Directors recommend the appointment and re-appointment of the aforesaid directors.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, hold office till the conclusion of the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue, if re-appointed. The Company has received a certificate under Section 224 (IB) of the Companies Act, 1956 stating that the appointment, if made, will be within the limits as specified in that section.

You are requested to consider their re-appointment.

AUDITORS REPORT

Qualification made by Auditor in Auditors Report under para 4.5 and 6 and further in annexure to the Auditors Report under para 2(b) and 7, our management in view of that the:

a) Certain transactions with related parties have exceeded the approved limit and certain transactions need Central Government approval. The Company is in process of applying for the said transactions which will be carried out in due course of time.

b) The Company has to pass a special resolution for the Managerial Remuneration paid to the Directors, which has been proposed in the forthcoming Annual General Meeting.

The Notes on Accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. However, the Company has filed the return under Section 58 of the Companies Act, 1956, as certain loans from shareholders fall under the purview of the aforesaid act.

EMPLOYEES

The Company has no employee drawing remuneration in excess of limits specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 at the end of the financial year and of the profit of the Company for the year;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

During the year Company has duly transferred unpaid / unclaimed dividend for a financial year 2002-03 to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

DE-LISTING OF SHARES

The Company had applied for Voluntary Delisting of Shares from the Non-Regional Stock Exchanges viz. The Stock Exchange Ahmedabad, The Calcutta Stock Association Limited, The Jaipur Stock Exchange Limited.

The Stock Exchange, Ahmedabad vide their letter dated 31st March, 2004 have De-listed the Companys securities from their Stock Exchange. The approval from other Stock Exchanges are awaited.

ACKNOWLEDGEMENTS

Your Directors wish to thank all our customers, vendors, investors and bankers for their unstinted support. Above all, we wish to place on record our appreciation for the contribution made by all the employees of the Company, whose hard work and dedication has made possible the progress and growth of our Company.

For and on behalf of the Board

Sd/- Nitin K. Motani Chairman

Date: 31st July 2010

Place: Mumbai

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