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Sky Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 75.75 Cr. P/BV 1.49 Book Value (Rs.) 64.32
52 Week High/Low (Rs.) 123/63 FV/ML 10/1 P/E(X) 12.48
Bookclosure 17/07/2026 EPS (Rs.) 7.69 Div Yield (%) 1.04
Year End :2026-03 

Your Board of Directors ("Board”) are pleased to present this Thirty Seventh (37th) Annual Report of Sky Industries Limited (The "Company”) together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2026.

HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Standalone and Consolidated Financial highlights of the Company’s operations are summarized below:

(Rs. in Lakhs)

PARTICULARS

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

8434.44

8267.18

8641.32

8408.83

Other Income

21.64

146.90

23.91

140.30

Total Income

8456.07

8414.09

8665.23

8549.13

Depreciation & Amortization

214.40

178.42

217.63

181.65

Profit before Tax

782.74

817.27

799.34

783.86

Total Tax Expenses

190.71

205.38

192.41

198.65

Net Profit

592.02

611.89

606.93

585.20

Earnings Per Equity Share (in Rs.)

Basic

7.50

7.75

7.69

7.42

Diluted

7.50

7.75

7.69

7.42

Note: Previous year' figures have been regrouped/reciassified wherever necessary to correspond with the current year's classification/disclosure.

SUMMARY

During the year under review, on Standalone basis, the Revenue from Operations of the Company for FY 2025-26 was Rs. 8434.44 Lakhs as compared to Rs. 8267.18 Lakhs for FY 202425. The profit after tax ("PAT”) attributable to shareholder for FY 2024-25 was Rs. 611.89 Lakhs as against Rs. 592.02 lakhs for FY 2025-26 registering decline of approximately 3.25% over the previous Financial Year.

On a Consolidated basis, the Revenue from Operations of the Company for FY 2024-25 was Rs. 8408.83 as compared to Rs. 8641.32 for FY 2025-26 registering a growth of 2.69% over the previous Financial Year. The profit after tax ("PAT”) attributable to shareholder for FY 2024-25 was Rs. 582.09 Lakhs as against Rs. 606.95 for FY 2025-26 registering a growth of 4.27% over the previous Financial Year.

On a Standalone basis, Earnings per share was Rs. 7.75 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. 7.50 (Basic) and (Diluted) in FY 2025-26.

On a Consolidated basis, Earnings per share was Rs. 7.38 (Basic) and (Diluted) stood at in FY 2024-25 as compared to Rs. 7.69 (Basic) and (Diluted) in FY 2025-26.

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS”) prescribed under Section 133 of the Companies Act, 2013 ("Act”) read with the Companies (Indian Accounting

Standards) Rules, 2015 and other relevant provisions of the Act. The accounts have been drawn up in conformity with the applicable accounting principles and standards without any material departures.

The process of financial reporting is supported by detailed reviews undertaken by the finance function in coordination with the Statutory Auditors to ensure accuracy, transparency and compliance with all applicable.

TRANSFER TO RESERVES

Your Board of Directors do not propose to transfer any amount to the General Reserves for the year under review, considering the adequate balance available therein.

DIVIDEND

Your Board of Directors recommend a Dividend of Re. 1/-(10%) per Equity Share subject to the approval of the Members at the ensuing 37th Annual General Meeting for the Financial Year 2025-2026.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025. Considering the financial performance for the year ended March 31, 2026, the Directors have recommended payment of dividend for the said Financial Year, subject to the

approval of the Shareholders at the ensuing Annual General Meeting.

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

There was no increase or decrease in the Authorized, Issued, Subscribed and Paid-up Equity Share Capital of the Company during the year under review.

LISTING OF EQUITY SHARES

The Company’s Equity Shares are listed on the following Stock Exchange:

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2026, the Company has one (1) Subsidiary-Skytech Textiles Private Limited 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 Act. Furthermore, there is no material Subsidiary as per the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing 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 Act 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 Act, the Standalone and Consolidated Financial Statements of the Company, along with the Audited Financial Statements of the Subsidiary, are made available on the Company’s website for the benefit of Shareholders and other Stakeholders.

The Company ensures that the governance mechanisms applicable to its Subsidiary comply with the principles of transparency, accountability and ethical conduct as adopted by the Parent Company. The performance of the Subsidiary is evaluated periodically and any material developments are disclosed appropriately in the Consolidated Financial Statements and Board Reports.

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

SKY INDUSTRIES EMPLOYEE STOCK OPTION PLAN - 2018

During FY 2025-26, the Board has not granted or allotted any Stock Options under "SKY Employee Stock Option Plan -2018" ("ESOP- 2018")

The Company has in place an Employee Stock Option Scheme to incentivise and retain select Senior Management Personnel and Key Employees. The Nomination and Remuneration Committee ("NRC") administers and monitors the Scheme in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (ESOP Regulations) and other applicable Laws.

During the year, no ESOPs were granted to Non-Executive Non-Independent Directors. No Option grantee was granted options/shares during the year, equal to or exceeding 1% of the Issued Capital.

A certificate from Secretarial Auditor, with respect to implementation of the above Employee Stock Option Schemes in accordance with SEBI Regulations and the resolution passed by the Members of the Company, will be available electronically for inspection by the Members during the ensuing AGM and a copy of the same shall be available for inspection at the Corporate Office of the Company during normal business hours on any working day.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)Composition

The Company recognizes that a diverse and well-rounded Board is crucial to its long-term success and effective governance. In line with the requirements of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, the Board is structured to ensure a balanced representation of both Executive and Non-Executive Directors.

The composition includes individuals with a broad spectrum of expertise, ranging from industry knowledge and financial acumen to legal insight and operational experience. The Directors also contribute diverse regional, cultural and geographical perspectives, which enrich the decision-making process and strengthen the Company’s strategic positioning in an ever-evolving market.

As of March 31, 2026, the Board comprises Eight (8) Directors, including:

• Four (4) Executive Directors, and

• Four (4) Non-Executive Directors, one of whom is an Independent Woman Director.

Appointment/ Re-appointment

During the Financial Year 2025-26, Mr. Shailesh S Shah (DIN: 00006154), was re-appointed as Managing Director of the Company for the period of Three (3) years effective from October 01, 2025, Mr. Sharad S Shah (DIN: 00006114) was

appointed as a Whole Time Director of the Company for the period of Three (3) years effective from October 01, 2025, Mr. Maikal Raorani (DIN: 00037831) was appointed as a Whole Time Director & CFO of the Company for the period of Three (3) years effective from October 01, 2025 and Mr. Lokanath Mishra (DIN: 03364948) was appointed as an Independent Director of the Company for the Second term for a period of Three (3) years effective from July 08, 2025 in accordance with the provisions of Act and SEBI Listing Regulations, 2015.

Further based on recommendation of Nomination and Remuneration Committee, the Board of Directors in its Meeting held on May 15, 2026, has approved the appointment of Mr. Abhishek Jain (DIN: 11695801) as an Additional Director under the category of Independent Director for the period of Three (3) years effective from May 16, 2026 subject to approval of Shareholders at the ensuing Annual General Meeting.

Further based on recommendation of Nomination and Remuneration Committee, the Board of Directors in its Meeting held on May 15, 2026, has approved the appointment of Mr. Anoop Dubey (DIN: 11695863) as an Additional Director under the category of Whole Time Director for the period of Three (3) years effective from May 16, 2026 subject to approval of Shareholders at the ensuing Annual General Meeting.

Directors retiring by Rotation

Pursuant to the provisions of Section 152 of the Act read with the applicable Rules made thereunder, one-third of the Directors liable to retire by rotation retire at every Annual General Meeting ("AGM") and being eligible, may offer themselves for Re-appointment.

Accordingly, Mr. Shailesh S. Shah (DIN: 00006154), Managing Director and Mr. Maikal Raorani (DIN: 00037831), WholeTime Director & CFO, are both due for retirement by rotation at the upcoming Annual General Meeting ("AGM"), being eligible, they have expressed their willingness to seek Reappointment. Upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors has endorsed their Re-appointment and the proposal will be submitted for the approval of the Shareholders at the forthcoming AGM.

In compliance with Regulation 36 of the SEBI Listing Regulations, read with Secretarial Standard - 2 on General Meetings, the requisite details of the aforesaid Directors seeking Re-appointment are provided in the Annexure forming part of the Notice convening the AGM.

Further, the Company has received declarations from all the Directors confirming that they are not disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Act read with 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 during the year under review.

Independent DirectorsStatement on declaration given by Independent Directors

The Company is presently represented by Five Independent Directors, namely Mr. Amarendra Mohapatra, Mr. Lokanath S. Mishra, Mr. Nitin Arvind Oza, Mrs. Sanghmitra Sarangi and Mr. Abhishek Jain (w.e.f. May 16, 2026). Each of them have duly submitted declarations under Section 149(7) of the Companies Act, 2013 confirming that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors have affirmed that there are no situations or relationships that could potentially impact their independent judgement or compromise their objectivity in discharging their duties.

The Board has duly considered and acknowledged these declarations after carrying out necessary checks and due diligence. The Independent Directors have also confirmed their compliance with the provisions of Schedule IV of the Act, including the Code for Independent Directors, as well as adherence to the Company’s Code of Conduct. Throughout the Reporting Year, there has been no alteration in their independence status.

In addition, confirmations have been received from all Independent Directors regarding their enrolment in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs, in line 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

In accordance with Regulation 25(7) of SEBI Listing Regulations, 2015, the Company is required to conduct programs for the Independent Directors of the Company to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

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/2026/04/Familiarization-Programme-25-26-2.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2026; the Board of Directors hereby confirms that:

i) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, 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, 2026 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 remained actively involved in guiding the Company’s strategic direction, providing oversight and taking well-informed decisions after detailed deliberations. In cases where urgent or time-sensitive matters arose between scheduled meetings, approvals were obtained through Circular Resolutions in accordance with the provisions of the Act and the applicable regulatory framework. Such resolutions are duly placed before the Board for ratification at the subsequent meeting to ensure proper governance and compliance.

During the Financial Year, the Board convened Five (5) meetings. The particulars of these meetings have been disclosed in the Corporate Governance Report forming part of the Annual Report. The intervals between successive meetings were in compliance with the requirements prescribed under the Act and the SEBI Listing Regulations.

INDEPENDENT DIRECTORS

During the year under review, the Independent Directors of the Company met One (1) time on March 30, 2026.

BOARD EVALUATION

The Company has established a structured mechanism for assessing the performance of the Board, 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 Nomination and Remuneration Policy of the Company.

As part of the evaluation exercise, detailed and confidential feedback questionnaires were circulated to all Directors to obtain their views on various aspects relating to Board functioning, effectiveness of Committees and contribution of individual members. The responses received were compiled, analysed and subsequently shared with the Chairman for consideration and discussion.

The assessment of individual Directors covered parameters such as their attendance and participation in meetings, understanding of the Company’s business operations and external environment, application of professional expertise, quality of inputs provided, adherence to confidentiality, demonstration of integrity and exercise of independent judgement. The evaluation also considered their alignment with the Company’s core values, commitment towards fiduciary responsibilities and compliance with the Company’s Code of Conduct.

The Board evaluation as a whole was carried out on parameters including effectiveness in governance and compliance oversight, clarity in the roles of the Chairperson and other Directors, diversity of skills and experience and the Board’s contribution towards strategic planning, risk management, financial supervision, ethical standards and succession planning. The review also focused on the Board’s role in providing strategic direction and monitoring the implementation of key business initiatives and policies.

The Committees’ evaluation focused on their structure, independence and frequency of meetings, adherence to established procedures and their effectiveness in fulfilling their responsibilities. Their contributions to Board decisions were also assessed along with their ability to collaborate with both internal and external Auditors and their role in strengthening oversight functions.

Following the evaluation, the Board concluded that the overall performance of the Board, its Committees and individual Directors including the Independent Directors was satisfactory.

COMMITTEES OF THE BOARDAs on March 31, 2026, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

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

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

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Company’s ethos and the Company remains committed to conducting its business in a socially, economically and environmentally sustainable manner.

In compliance with Section 135 of the Act, the Directors has constituted a CSR Committee and adopted a CSR Policy, in accordance with Schedule VII of the Act.

As on March 31, 2026, CSR Committee comprises of Four Members. The Committee is responsible for formulating, monitoring and implementing the CSR policy of the Company.

The Annual Report on CSR activities as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed as ANNEXURE B to the Board’s Report.

The Chief Financial Officer has certified that the CSR funds disbursed during FY 2025-26 have been utilized for the purposes and in the manner approved by the Directors.

The CSR Policy outlines, inter alia, the focus areas, implementation mechanisms and governance framework for undertaking CSR initiatives and is available on the Company’s website.

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

The Company’s Human Resources function continues to play a key role in supporting business growth and organizational development. During the year, the Company focused on enhancing employee engagement, strengthening capabilities and fostering a positive and collaborative work culture. Sky remains committed to creating an inclusive environment that encourages innovation, teamwork and professional growth.

The Company continued to emphasize learning and development through skill enhancement initiatives, leadership programs and cross-functional exposure opportunities, enabling employees to adapt to evolving business needs and grow within the organization. Employee well-being, work-life balance and open communication also remained important areas of focus during the year.

To encourage stronger workplace relationships and team spirit, various employee engagement and team-building activities were organized, promoting better collaboration and communication across departments.

Further, with the setup of the Company’s new manufacturing facility in Umbergaon, Gujarat, additional employees have been recruited across various functions to support the expanding operations. The Company has also undertaken certain additions and changes in the roles of Heads of Departments (HODs), Senior Management Personnel (SMP) and Directors to strengthen leadership and enhance operational efficiency in line with its future growth plans.

NOMINATION AND REMUNERATION POLICY

The Company has implemented a robust policy governing the appointment and remuneration of its Directors, Key Managerial Personnel and other employees. This policy provides the Nomination and Remuneration Committee with a structured framework to identify, evaluate and recommend individuals who demonstrate the requisite expertise, experience and qualifications to contribute effectively at the Board level. It also establishes clear guidelines for determining the independence of Directors, in alignment with regulatory requirements and the Company’s governance principles.

The policy further ensures that the Company’s approach to remuneration is closely linked to its strategic objectives. Compensation structures are designed to recognize both individual performance and overall organizational success, while remaining competitive within the industry. By doing so, the Company seeks to motivate high performance, encourage sustainable value creation and retain top-tier talent.

Beyond fixed and variable components of remuneration, the policy emphasizes transparency, fairness and alignment with Shareholder interests. The Nomination and Remuneration Committee periodically reviews the framework to reflect evolving regulatory standards and best practices in corporate governance. This enables the Company to maintain a performance-oriented and equitable reward system that promotes accountability, long-term growth and the continued engagement of its workforce and Board members.

The said policy has been posted on the website of the Company and the web link thereto is:

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/ https://skycorp.in/wp-content/uploads/2 022/10/ 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 affecting the financial position of the Company occurred between April 01, 2026 and to the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT

The Company has established a strong internal control framework, tailored to the scale, complexity and nature of its operations. This framework is supported by detailed policies and standard operating procedures that guide critical business processes. It is designed to ensure the smooth and efficient conduct of business, safeguard Company assets, prevent and detecterrorsor fraud, maintain accurate accounting records and enable the timely preparation of reliable Financial Statements.

In accordance with Section 138 of the Act and the relevant SEBI Listing Regulations, the Company has set up a formal Internal Audit function. The Audit Committee defines and periodically reviews the scope, authority and responsibilities of Internal Audits. These audits are carried out at regular intervals to assess the adequacy and effectiveness of operational and financial controls and to provide assurance regarding the robustness of the Company’s internal systems.

During the year, internal audits focused on key areas including inventory management, stock control, human resources, IT systems and operational efficiency. The findings from these audits, along with management responses and proposed corrective actions, were presented to the Audit Committee on a Quarterly basis. Follow-up mechanisms are in place to ensure timely implementation of recommended improvements.

The Company’s internal control environment is adaptive and evolves in response to changing business needs. Periodic reviews ensure that governance standards, transparency and accountability are consistently upheld across the organization. The internal and operational audit function is entrusted to KSCA Associates & LLP, who operate independently and report directly to the Audit Committee. Their role is to provide an objective evaluation of business risks, assess the effectiveness of internal controls and review critical business processes for efficiency, compliance and alignment with industry best practices.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules’), all unpaid/ unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ('IEPF' or ‘Fund’) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In accordance with the IEPF Rules, the Company sent individual notices and also advertised in the newspapers seeking action from the Shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends, the details of which are given below:

Dividend and the Year

Amount transferred to IEPF (in Rs.)

Date of transfer to IEPF

Final dividend Rs. 164784 for the Year 2018-19

1030060

19-11-2025

Further, the Company transferred 103006 Equity Shares to the demat account of IEPF during the year under review.

The Shareholders/claimants, whose shares or unclaimed dividends have been transferred to the IEPF, may claim the shares or apply for refund from the IEPF Authority by following the procedure prescribed in the IEPF Rules. The Shareholders may request the Company for the issue of an Entitlement Letter by submitting all the required documents, before making an application to the IEPF Authority.

RELATED PARTY TRANSACTIONS

The Company has adopted a Policy on Related Party Transactions to ensure proper identification, approval and monitoring of such transactions. The said policy is available on the Company’s website.

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/

https://skycorp.in/wp-content/uploads/RPT%20Policy_.pdf

The Company has put in place a well-defined and transparent system for the identification, approval and oversight of Related Party Transactions ("RPTs"). This mechanism is designed to ensure that all dealings with related parties are undertaken on an arm’s-length basis and are consistent with the Company’s principles of fairness, transparency and regulatory compliance.

In compliance with the provisions of the Act, the SEBI Listing Regulations and the Company’s Policy on Materiality and Dealing with Related Party Transactions, all proposals relating to RPTs along with relevant details such as the nature of relationship, business justification and pricing terms are placed before the Audit Committee for prior approval.

The Audit Committee exercises independent oversight to ensure that such transactions are in the best interest of the Company and its stakeholders and do not give rise to any conflict of interest. Wherever applicable, material RPTs are also placed before the Shareholders for approval and all necessary disclosures are made in accordance with regulatory requirements and applicable SEBI guidelines.

The Company also undertakes periodic review of its RPT policy to ensure alignment with statutory amendments and evolving Corporate Governance standards. During the year under review, the Company did not enter into any transaction requiring disclosure in Form AOC-2 under Section 134(3) and Section 188(1) of the Act read with the Companies (Accounts) Rules, 2014.

Further, it is disclosed that Mr. Shailesh S. Shah, Managing Director of the Company, is the brother of Mr. Sharad Shah, Whole Time Director of the Company. Except for this relationship, there are no inter-se familial relationships among the Key Managerial Personnel of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186 of the Act and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part in notes to the Financial Statements, which forms an integral part of this Annual Report.

DEPOSITS

The Company has not accepted any deposits under Chapter V of the Act during the Financial Year and as such, no amount on account of principal or interest on deposits from public is outstanding as on March 31, 2026.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

ENVIRONMENT, HEALTH AND SAFETY

Your Company continues to demonstrate a strong commitment to maintaining full compliance with all applicable laws and regulations while ensuring excellence in the management of Health, Safety and Environmental (HSE) practices. Throughout the year, significant emphasis was placed on responsible resource management, including initiatives focused on reducing energy and water consumption, increasing the use of renewable energy and limiting waste generation across operational activities. These measures reflect the Company’s dedication to sustainable growth and responsible environmental management.

As part of this commitment, management has consistently encouraged a workplace culture that prioritizes the health, safety and well-being of employees. Regular fire safety drills are conducted to strengthen emergency preparedness, while periodic medical check-ups are organized for both permanent and contract employees to promote early detection of health issues and overall workplace wellness.

The Company firmly believes that safety management is a continuous and evolving process rather than a onetime effort. With this perspective, several forward-looking initiatives are being planned to further improve employee well-being, strengthen preventive safety practices and reinforce a strong safety-oriented mindset across all levels of the organization. Furthermore, your Company reiterates its pledge to maintain a secure, healthy and safe working environment at all its manufacturing facilities and office locations. This approach underscores the Company’s commitment to responsible operations while ensuring that employee welfare remains a central pillar of its long-term organizational development.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is dedicated to promoting a transparent, ethical and accountable work culture while maintaining strict adherence to applicable laws and regulatory standards. In support of this commitment, the Company has established a formal Vigil Mechanism and Whistle Blower Policy in accordance with the requirements of the Act and the SEBI Listing Regulations.

This framework provides employees and other stakeholders with a secure channel to report any genuine concerns related to suspected misconduct, unethical practices, non-compliance with legal or regulatory obligations or violations of the Company’s Code of Conduct. The mechanism ensures that such concerns can be raised confidentially and are examined in an impartial and responsible manner, safeguarding individuals from any form of retaliation or adverse consequences.

Detailed information regarding the Vigil Mechanism and the Whistle Blower Policy is included in the Corporate Governance Report, which forms a part of this Integrated Annual Report. The complete policy is also accessible on the Company’s official website at

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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, 2026.

AUDITORS AND REPORTSStatutory Auditor & their Audit Report for the year ended March 31, 2026

At the 34th Annual General Meeting held on June 30, 2023, the Shareholders approved the re-appointment of CGCA & Associates LLP, Chartered Accountants (Firm Registration No. 123393W), earlier known as UKG & Associates, as the Statutory Auditors of the Company. The said re-appointment is for a second term commencing from the conclusion of the 34th AGM and continuing up to the conclusion of the 39th AGM to be held in the year 2028.

For the Financial Year ended March 31, 2026, the Auditor’s Report does not carry any qualifications, adverse remarks, reservations, or disclaimers. The financial statements, along with the notes forming part thereof, are adequately detailed and provide all necessary disclosures, thereby requiring no further explanation. Further, the Statutory Auditors have not reported any instance of fraud under Section 143(12) of the Act and hence, no reporting obligation arises under Section 134(3) (ca) of the Act.

Secretarial Auditor & their Audit Report for the year ended March 31, 2026

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 Financial Year 2025-2026.

Further, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations, 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 FY 2026.

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 Act. 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 Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been made available on the Company’s official website at www.skycorp.in

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 SEBI Listing Regulations is annexed thereto.

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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

Your Company is committed to providing a safe and conducive work environment and has zero tolerance towards sexual harassment at workplace. Your Company has in place a Policy on Prevention of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act") and the Rules made thereunder.

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.

In accordance with Rule 8(5) of Companies (Accounts) Rules, 2014 and in compliance with the provisions of the PoSH Act, the Company has constituted an Internal Complaints Committee ("ICC") for redressal of complaints relating to sexual harassment at workplace. Awareness programmes and sensitization initiatives are conducted periodically for employees.

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

The Details of Complaints reported under PoSH Act during FY 2025-26 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 particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3) of the Act, read with Rule 8(3)

of the Companies (Accounts) Rules, 2014 are enclosed as Annexure D to the Board’s 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

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

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

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

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

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 information contained in this Report, including Sections such as Management Discussion and Analysis, Corporate Governance, the Notice to Shareholders and other parts of the Annual Report may include forward-looking statements as defined under applicable laws and regulations. These statements are based on current assumptions, expectations, estimates and projections of the Company with respect to future events and performance.

Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to publicly update or revise any forward-looking statements in light of new information, future developments or otherwise.

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


 
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