Sikozy Realtors Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 33rd Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March 2025.

Financial Performance:

A summary of companys financial performance for 2024-25:

Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
	(Rs in Lakhs)	(Rs in Lakhs)
Other Income	1.43
Less: Expenses	18.58	13.77
Less: Provision for Depreciation	--
Profit /(Loss) before Exceptional Items	-17.15	(13.77)
Add: Exceptional Items	--
Profit / (Loss)before taxation	-17.15	(13.77)
Current Tax & Prior Year	-
Deferred Tax Liability	-	--
Profit/(Loss) after taxation	-17.15	(13.77)

Operating & Financial Performance & Internal Control:

Your company posted a Loss of Rs 17.15 Lacs in the financial year 2024-25 as compared to Net Loss of Rs 13.77 Lacs in the previous financial year 2023-24. The Company did not undertake any new projects during the financial year post the completion of existing project at Karjat and therefore there was no operational income recorded during the financial year.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances.

Code of Internal controls which require that the Director review the effectiveness of internal controls and compliances controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with.

Companys Policies on Remuneration, Whistle Blower and Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Companys website www.sikozyrealtors.in.

There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future. There were no material changes and commitment affecting the financial position between March 31, 2025 and date of this Report of Directors.

Capital Reduction

The BSE Limited with vide its email dated 17th May, 2024, has informed the management about the compliance of new BSE SOP circular dated 29/09/2023. Therefore, the earlier application of scheme of capital reduction made to BSE of during the previous financial year for issue of Observation Letter was withdrawn and filing of fresh scheme was initiated.

Further, in this regard your Directors wish to inform the Members that the Board of Directors of the Company, at its meeting held on 27th September, 2024, approved a draft Scheme of Reduction of Share Capital pursuant to the provisions of Section 66 of the Companies Act, 2013, read with applicable rules and regulations.

The Scheme provides for a 90% reduction of the paid-up equity share capital, reorganising the existing 4,45,83,000 equity shares of 1 each into 44,58,300 equity shares of 1 each, by cancelling and extinguishing 4,01,24,700 equity shares. This reduction is proposed to be adjusted against the accumulated losses of 6,03,74,113 as per the audited financial statements of the Company as on 31st

March, 2024. The objective of the Scheme is to reflect the true financial position of the Company, clean up the balance sheet, and facilitate infusion of fresh funds for future expansion and growth.

The Scheme has been reviewed and recommended by the Audit Committee and the Independent Directors, who have confirmed that it is not detrimental to the interests of the shareholders. The

Scheme is subject to the approval of the Members, the Honble National Company Law Tribunal, Mumbai

Bench, and other regulatory authorities, as may be applicable.

The reduction will be carried out on a proportionate basis, ensuring that there is no change in the percentage shareholding of any shareholder. Further, no special benefits shall accrue to the promoters or promoter group under the Scheme, other than those available to all shareholders of the Company.

Further, it is pertinent to note that approval of members by way of special resolution for the proposed Reduction of Share Capital of the Company was obtained by the Company at the Extra Ordinary General Meeting held on August 8,2025.

Statement on declaration given by independent directors under sub-section (6) of section 149:

The Company has received the declaration from each Independent Directors that they meet the criteria of independence laid down under Section 149(6) of Companies Act, 2013, under Regulation 16(b) of SEBI (LODR) Regulations, 2015.

Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178:

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.

Particulars of loans, guarantees or investments under section 186:

The Company has not made any Loans or given Guarantees or provided security to any person and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013 during the financial year 2024-25.

Related Party Transactions:

There were no material contracts or arrangements entered by the company during the year, which attracts the provision of Section 188 of the Companies Act, 2013, therefore no disclosure has been given in Form AOC-2. Further, all related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business therefore the approval of shareholders was not required to be taken during the period. All Related Party Transactions are placed before the Audit Committee for approval.

There are no materially significant related party transactions made by the Company with promoters, directors, KMP or other designated persons which may have a potential conflict with the interest of the Company.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.sikozyrealtors.com.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conversation of Energy and Technology Absorption.

Foreign exchange earnings and outgo

During the year, the total foreign exchange used was NIL and total foreign exchange earned was nil.

Risk management policy and its implementation:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual Directors:

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors based on evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors and Key Managerial Personnel

Appointments & Cessation.

During the financial year the following changes took place in the Management;

Appointment of Ms. Priyanka Garg as a Non-Executive Independent Director was regularized at the 32nd Annual General Meeting held on September 30,2025.

Ms. Dolly Punjabi ceased to be Non-Executive Independent Director w.e.f December 18,2024.

Mr.Rishabh Gupta was appointed as an Additional Director and Managing Director of the Company w.e.f March 29,2025

Mr. Mangesh Kesarkar ceased to be Manager of the Company w.e.f March 29,2025

As per provisions of the Companies Act, 2013 Mr. Jigar Desai is liable to retire by rotation under Section 152 of the Companies Act,2013 and being eligible offers himself for reappointment.

None of your Directors have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority.

Managerial remuneration

The information required pursuant to Section 197 of the Companies Act, 2013 read rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, The prescribed particulars of employees required under section 134(3)(q) read with rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules,2014, in respect of employees of the Company is not provided, as there are no employees drawing remuneration of Rs. 8.50 lacs per month orRs. 1.2 Crore, per annum during the year under review. However, for further information Annexure B may be referred.

Auditors & Audit report. Statutory Auditors

Your Company at the 30th AGM had approved the re-appointment of M/s BKG &ASSOCIATES as Statutory Auditor of the Company for period of 5 years who shall hold the office from conclusion of the 30th Annual General Meeting to conclusion of 35th Annual General Meeting to be held for the financial year ending March 31, 2027.

Your financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditors report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review. The Statutory Auditors were present in the last AGM.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. BKG & Associates., Statutory Auditors, in their report other than the those mentioned hereinbelow;

Material Uncertainty Related to Going Concern

We draw attention to Note no.30 of the Notes to the financial statements, the Company has reported a net loss of Rs 17.15 lakhs for the year ended 31st March, 2025 (Previous Year Rs 13.77 Lakhs) and, as of date has reported accumulated losses of Rs. 620.89 lakhs (Previous Year Rs. 603.74 Lakhs) which has resulted in substantial erosion of net worth of the Company.

Management view:

The Company has undertaken scheme of Capital Reduction wherein losses of Rs.40,124,700 is proposed to be write off against the equivalent amount of paid-up capital.

In view of the fact that its current assets are more than its total outside liabilities and management is evaluating various options including starting a new line of business.

Therefore, financial statements of the Company have been prepared on a going concern basis.

Internal Auditors

Your Company continued to implement the suggestions and recommendations given by Internal Auditor to improve the control environment. Their scope of work includes review of processesfor 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 board of directors and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in overall operations of the company.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. U.HEGDE & ASSOCIATES, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as "Annexure C".

The report is self-explanatory and do not call for any further comments. There are some adverse remarks inthe report and their explanation as per the management is enclosed herewith.

a) Regulation 17(1)(C) of the SEBI Listing Regulations requires the Listed entity to take shareholders approval for appointment of person on the Board of Directors or as a Manager within a time period of 3 months from date of appointment or next General Meeting whichever is earlier. The Company has not held the General Meeting within prescribed time limit for seeking members approval for appointment of Ms.Priyanka Garg as a Non-Executive Independent Director of the Company.

Reply: The approval of Members concerning the appointment of Ms.Privyanka Garg as a Non-Executive Independent Director at the 32nd Annual General Meeting held on September 30,2024

b) Regulation 30(6) read with Schedule III, Part A, Para A(7) of the SEBI Listing Regulations mandates that listed entities shall disclose to the stock exchange(s) Resignation of directors including reasons for resignation within 24 hours of receipt of such resignation letter by the company. The Company has not intimated resignation of Ms.Dolly Punjabi as a Non-Executive Independent Director to the Stock Exchange within the prescribed time limit.

Reply:- The intimation to the Stock Exchange regarding the resignation of Ms. Dolly Punjabi was inadvertently delayed. The Company has since streamlined its internal processes to ensure that all future intimations are filed within the prescribed timelines.

c) Closure of Trading Window not intimated on time for following quarter ended June 30, ,2024. As per Para 4 of Schedule B to the SEBI Insider Trading Regulation it is mandatory for all listed companies to close its Trading Window from the end of "every quarter" till 48 hours after the declaration of financial results.

Reply:- This lapse occurred due to internal oversight. The Board assures that robust mechanisms are being put in place to avoid recurrence of such non-compliance.

d) Non-Appointment of Compliance Officer under SEBI (PIT) Regulations ,2015.

Reply:- The Company could not appoint a qualified Compliance Officer within the prescribed time due to certain administrative constraints. The matter has since been taken up on priority, and the appointment process is underway to ensure compliance.

e) Non-Submission of Voting Results within the prescribed time limit.as required under Regulation 44 of SEBI Listing Regulations, 2015 and BSE has levied a penalty of Rs.11,800/- as per the SOP on the Company for non-compliance

Reply:- The delay in submission of Voting Results was unintentional, and the penalty of Rs. 11,800/- levied by BSE has been duly paid by the Company. The Company is strengthening its compliance monitoring to prevent such delays going forward.

f) Non-Submission of Proceedings of Annual General Meeting held on September 30,2024 within prescribed time limit as required under Regulation 30 of SEBI Listing Regulations, 2015.

Reply :- The Proceedings of the Annual General Meeting held on September 30, 2024 could not be filed within the prescribed timeline due to inadvertence. The same has since been rectified. The Company is committed to adhering strictly to regulatory requirements in the future.

g) Non-Submission of Disclosure by Promoter on encumbrance as required under Regulation 31(4) of the SEBI Takeover Code, 2011

Reply; The promoter has not encumbered any of his shares in the Company, so disclosure was not required was not given.

h) Non filing of certain forms under the Companies Act,2013.

Reply: The Company could not file certain forms viz. Form MGT-14, Form DIR-12 and Form MGT-15 within the prescribed time limits due to internal administrative delays. The Company is taking necessary steps to regularize these filings and strengthen internal monitoring to ensure timely filing in future.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys construction business for theFY 2024-25.

Insider Trading:

In compliance with the SEBI regulation on prevention of Insider Trading, your Company has framed a comprehensive code which lays down guidelines and advises the Directors and employees of the Company on procedures to be followed and disclosures to be made, while dealing in securities of the Company. During the year under review, the Company adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and the Code of Conduct for Prohibition of Insider Trading inaccordance with SEBI (Prohibition of Insider Trading) Regulations,2015.

Annual Return :

Pursuant to the provision of Section 134(3)(a) and Section 92(3) of the Companies Act,2013 read with Rule 12 of the Companies (Management and Administration) Rules ,2014, Annual Return of the Company as March 31,2025 is uploaded on website of the Company on companys Website www.sikozyrealtors.in.

Depository System

The Companys Equity Shares are compulsorily tradable in electronic form. As on March 31, 2025, out of the Companys total equity paid-up share capital comprising of 4,45,83,000 Equity Shares, only 1,76,65,000 Equity Shares were in physical form and the remaining capital is in dematerialized form. As per SEBI Notification No.SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LADNRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer ofsecurities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

Therefore, Members are requested to take necessary action to dematerialize their holdings.

Further as per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

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).

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every directors performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

Research & Development:

As Company is not into manufacturing activity, there was no Research and Development activity carried out by the Company during the financial year under review.

Website of The Company:

The Company maintains a website www.sikozyrealtors.inwhere detailed information of the companyand its business are provided.

Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website www.sikozyrealtors.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

Vigil mechanism/whistle Blower Policy:

The Company has established a vigil mechanism/Whistle Blower Policy for Directors and employees toreport their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Following details are also available on the website of the Companies on www.sikozyrealtors.in

1. The details of such familiarization programs

2. The policy on Related Party Transactions

3. Code of conduct for Board of Directors and Employees

4. Code of internal procedure and conduct under insider trading regulation.

5. Policy on Board Diversity

6. Nomination & Remuneration Policy etc.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the

Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the current financial year.

Failure to implement Corporate Action

During the FY 2024-2025 under review, there was no corporate undertaken by the Company.

Corporate Insolvency Resolution Process initiated under The Insolvency and Bankruptcy Code,2016 (IBC):

During the FY 2024-2025 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, nospecific details are required to be given or provided

Management Discussion and Analysis Report:

Managements discussion and analysis Report is annexed herewith as "Annexure D".

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along with Statutory Auditors certificate on its compliance in "Annexure E".

Conversation of energy, technology absorption and foreign exchange earnings and outgo

During the financial year, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 with reference to Conservation of Energy and Technology Absorption. During the financial year, the total foreign exchange earned was nil and total foreign exchange expended during the financial was also nil.

Cautionary Statement

The statements contained in the Boards Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward-looking statements.

Acknowledgments

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Governments of Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come. Your Directors ‘also acknowledge the support and co- operation received from the employees and all those who have helped in the day-to-day management.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/-	Sd/-
Jigar Desai	Rishabh Gupta
(DIN: 00110653)	(DIN: 11010502)
Director	Managing Director
Place: Mumbai
Date: September 6, 2025