Skyline Millars Ltd Directors Report

TO,

THE MEMBERS

Your Directors are pleased to present their 106th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2026.

1. FINANCIALS a. FINANCIAL RESULTS:

The Companys performance during the FY ended 31st March, 2026 as compared to the previous FY, is summarized below:

Particular	Year ended	Year ended
	31st March, 2026	31st March, 2025
	(Rs. In Lakhs)	(Rs. In Lakhs)
Revenue from Operations (Net)	191.97	213.16
Other income	28.27	55.48
Total Revenue	220.24	268.64
Profit/Loss before finance cost, Depreciation, Exceptional items and	(105.52)	(18.18)
Taxation
Less: Finance Cost	0.00	0.00
Less: Depreciation &Amortization	0.86	1.27
Profit/(Loss) before exceptional items and Taxation	(106.38)	(19.45)
Less: Exceptional Items	0.00	0.00
Profit /(Loss) Before Tax	(106.38)	(19.45)
Less: Provision for earlier years	0.00	0.00
Less: Deferred Tax	0.00	0.00
Profit/(Loss) for the year from Continuing Operation	(106.38)	(19.45)
Loss for the year from discontinuing operations	0.00	(6.67)
Profit/(Loss) for the year	(106.38)	(26.12)
Add: Retained Earnings at the beginning of the year.	416.50	442.61
Add: Realization gain on equity shares carried at FVTOCI	0.00	0.00
Amount available for appropriations	310.12	416.50
Transferred to General Reserves	0.00	0.00
Profit and Loss Balance Carried Forward	310.12	416.50

b. OPERATIONS:

During the year under review your Companys Sales and Other income was Rs.220.24 Lakhs as against Rs.268.64 Lakhs for the previous year, decrease of 18.01%.

Revenue from Construction Equipment Division for the financial year ending 31st March, 2026 was Rs.Nil as against Rs.1.33 Lakhs for FY 2024-25. Revenue from the Real Estate Division was Rs. 191.97 for the financial year ending 31st March, 2026 as against Rs.213.16 for F.Y 2024-25.

During the financial year ended 31st March 2026, your Company incurred a pre-tax loss from operations of Rs. 106.38 Lakhs. In the previous financial year, the Company had reported a pre-tax loss of Rs. 19.45 Lakhs from continuing operations and Rs. 6.67 Lakhs from discontinued operations (Wada and Umreth divisions). Consequent to the complete closure/integration of the Wada and Umreth divisions, no separate allocation has been made for discontinued operations in the current year. The increase in loss during the year under review was primarily due to an 18.02% decline in turnover (from Rs. 268.64 Lakhs to Rs. 220.24 Lakhs) and a reduction in other income, alongside construction costs for the F Wing at Karjat.

The Earning Per Share (EPS) of the Company is Rs. (0.26) as compared to Rs.(0.06) for the previous year.

The Company is engaged in the activities relating to Real Estate business.

Your company still continues to await approval for Ghatkopar project from the Ministry of Defence. It is now about 16 years since the time the project has been stalled and the company is awaiting approvals. This project at Ghatkopar is the main realty development project of SML with profit potential to drive future activities and growth. The Developer has filed a SLP in the Supreme Court for relief in this matter and the outcome is awaited.

c. DIVIDEND:

Your Directors have not recommended any Dividend for the financial year under review.

d. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to its reserves for the year under review.

2. SHARE CAPITAL

There was no change in the Share Capital of the Company during the year. The issued and paid up share capital of the Company stands at Rs. 402,24,250 (Rupees Four Crore Two Lakhs Twenty Four Thousand Two Hundred and Fifty only) divided into 402,24,250 (Four Crore Two Lakhs Twenty Four Thousand Two Hundred and Fifty)Equity Shares of face value of Rs. 1 (Rupees one) each.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any Subsidiary, Associate or Joint Venture Company.

4. MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS

There are no significant and material orders were passed by any Regulators or Courts or Tribunal which impacts the going concern status and the Companys operations in future.

5. CREDIT RATING

There were no changes in the Credit Rating of the Company as on 31st March, 2026 as there were no borrowings in the Company.

6. AUDITORS AND AUDIT REPORTS a. STATUTORY AUDITORS: as Statutory Auditors of the Company for 1st term of five consecutive years from 1st April, 2024 till 31st March, 2029 from the conclusion of the 104th Annual General Meeting of the Company held on 26th September, 2024 till the conclusion of the 109th Annual General Meeting of the Company to be held in the year 2029.

The Auditors Report on the financial statement of the Company for the financial year ended 31st March, 2026, which forms part of the Annual Report of the Company, does not contain any reservation, qualification or adverse remark.

b. SECRETARIAL AUDITORS:

During FY 2025-26, in terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had proposed to the Shareholders of the Company for their approval at the AGM, the appointment of Mr. Prashant S. Mehta proprietor of M/s. P. Mehta & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No. S2018MH634500) (Membership no. 5814 CoP no. 17341) as Secretarial Auditors for a term of five consecutive years commencing from 1st April, 2025 till 31st March, 2030, The shareholders had approved the said appointment at 105th Annual General Meeting of the Company held on 24th September, 2025.

Your Company has generally complied with the Secretarial Standards and the Secretarial Audit Report is annexed in Form MR-3 for financial year 2025-26 as ANNEXURE 1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

7. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Composition:

Your Companys Board of Directors consists of Six Directors comprising (i) Two Non-Executive & Independent Directors including the Chairman and Woman Director, (ii) Three Non-Executive Non Independent Directors, and (iii) one Executive Director- a Whole-time Director.

The Company has received a certificate from M/s. P Mehta & Associates, Practicing Company Secretaries, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI, Ministry of Corporate Affairs, or any such other statutory authority.

Appointment/Re-appointment of Directors:

During the year under review, there were no changes in the Board of Directors of the Company.

Retirement by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Jatin Daisaria (DIN: 00832728), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment at the said meeting. The Board recommends his re-appointment for members approval.

As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (SS-2), a brief profile and other relevant details regarding re-appointment of Mr. Jatin Daisaria are contained in the Annexure accompanying the explanatory statement to the Notice of the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been included in the data bank of the Indian Institute of Corporate Affairs at Manesar (IICA).

NUMBER OF BOARD MEETINGS

The Board of Directors met 4 (Four) times during the FY 2025-26. The maximum interval between any two Board Meetings did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

a. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the composition of Audit Committee comprises of 3 members including 2 Independent Non-Executive Directors and 1 Promoter Executive Director:

Mr. Ashok C. Pillai, Chairman Mrs. Diana K. Dias, Member Mr. Maulik H. Dave, Member

The other details are provided in the Corporate Governance Report.

The Board of Directors of the Company has accepted all the recommendations proposed by the Audit Committee from time to time.

b. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, the composition of Stakeholder Relationship Committee comprises of 3 members which includes 2 Independent Non-Executive Directors and 1 Promoter Non-Independent Non-Executive Directors:

Mr. Ashok C. Pillai, Chairman Mrs. Diana K. Dias, Member Mr. Jatin V. Daisaria, Member

The other details are provided in the Corporate Governance Report.

c. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the composition of Nomination and Remuneration Committee comprises of 3 members which includes 2 Independent Non-Executive Directors and 1 Promoter Non-Independent Non-Executive Directors.

Mrs. Diana K. Dias, Chairperson Mr. Ashok C. Pillai, Member Mr. Shilpin K. Tater, Member

The other details are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in Key Managerial Personnel of the Company.

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as at the end of the financial year were:

Mr. Maulik Dave, Whole-time Director Mr. Kartikey Patwa, Chief Executive Officer Mr. Harshal Phatak, Chief Financial Officer Mrs. Neelam Shah, Company Secretary

REMUNERATION POLICY AND CRITERIA FOR DETERMINING THE ATTRIBUTES, QUALIFICATION, INDEPENDENCE AND APPOINTMENT OF DIRECTORS

Your Company has formulated a Remuneration Policy governing the appointment and remuneration of Directors, KMP, Senior Management and other employees.

The Companys Remuneration Policy is available on the website of the Company under: https://www.skylinemillarsltd.com/pdf/policies/NRC%20Policy.pdf

d. Those Charged With Governance (TCWG) Committee:

The Board has complied with the circular No.NF-25013/3/2025-NFRA issued on January 7, 2026 designating the Members of the Board of the Company including CFO and CS as a part of the TCWG (Those Charged With Governance) Interaction Programme for two-way discussion. The Company has conducted the meetings as required under the circular.

The other details are provided in the Corporate Governance Report.

9. PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulation), the Board of Directors has carried out an annual evaluation of its own performance, its committees, individual directors, Chairperson, Whole-time Director for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from directors, committee members, whole-time director on various aspects of composition and functioning of board and its committee.

In a separate meeting of Independent Directors held on 4th February, 2026, performance of non-Independent Director, performance of Board as whole and performance of Chairman were also evaluated.

The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of Board and its committee with the Company and its management.

10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent Directors with their roles, rights, responsibilities as well as the Companys business and operations. Moreover, Directors are regularly updated on the business strategies and performance, management structure and key initiatives of businesses at every Board Meeting. The Policy on Familiarization Program adopted by the Board and details of the same are available on the Companys website under the Investors Relations section https://www.skylinemillarsltd.com/pdf/policies/Familiarization%20programme%202025-26.pdf

11. RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business of the Company. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in form AOC-2 in terms of Section 134 of the Act. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

Related party transactions entered during the year under review are disclosed in the notes to the Financial Statements.

In line with the provisions of the Companies Act, 2013 and Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The same has been posted on the Companys website at https://www.skylinemillarsltd.com/pdf/policies/Policy%20on%20RPT.pdf

12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR, particulars of loans, guarantees given and investments made by your Company during financial year 2025-26 are given in the notes to the Financial Statements.

13. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of employees drawing remuneration and other disclosures are mentioned in ANNEXURE 2, forms part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ANNEXURE 3, which forms part of this Report.

15. MANAGEMENTS DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report.

16. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirements as prescribed under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance practices followed by the Company, together with a certificate from Mr. Prashant S. Mehta, Practicing Company Secretary (Membership no. A5814 and CoP no. 17341), forms an integral part of this report.

17. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not exceeded the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2025-26.

19. VIGIL MECHANISM

The Board of Directors of the Company, pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Listing Regulation, framed vigil mechanism viz. Whistle Blower Policy for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy as approved by the Board may be accessed on the Companys website at https://www.skylinemillarsltd.com/pdf/policies/Whistle%20blower%20policy.pdf

20. PUBLIC DEPOSITS

The Company has not accepted or renewed any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

21. ANNUAL RETURN

Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the Act, a copy of the Annual Return of the Company as on 31st March, 2026 is placed on the website of the Company and the same is available on the following link: https://www.skylinemillarsltd.com/announcement.html.

22. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section 134(3)(ca) of the Act.

23. OTHER DISCLOSURES/REPORTING

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the FY under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.

3. There was no change in nature of the business of the Company.

4. The Directors have devised proper systems and process for complying with the requirements of applicable Secretarial Standards issued by ICSI.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY

In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

25. RISK MANAGEMENT

The Company has developed and implemented a Risk Management process which identifies major risks which may threaten the existence of the Company. The same has also been adopted by the Board and is also subject to its review from time to time.

26. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF

Pursuant to applicable provisions of the Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investors Education & Protection Fund (IEPF) established by the Central Government, after completion of 7 (seven) years. Further, according to the aforesaid Rules, shares in respect of which dividend has not been paid or claimed by the shareholders for 7(seven) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

There are no unclaimed/unpaid dividends pending to be transferred to IEPF authority.

The shares transferred to the IEPF Authority can be claimed by the concerned members from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules.

27. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act in relation to the audited Financial Statements of the Company for the year ended 31st March, 2026, the Board of Directors hereby confirms that: a. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 at 31st March, 2026 and of the loss of the Company for the year ended on that date;

c. proper and sufficient care was taken 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 Annual Accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

28. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, employees, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors Skyline Millars Limited

Ashok Pillai Chairman

DIN: 00167849 Date: 29th July, 2026 Place: Mumbai

ANNEXURE-1 TO DIRECTORS REPORT

To

The Members

Skyline Millars Limited

CIN: L63020MH1919PLC000640

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurances about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records, I believe that the processes and practices, I followed provide reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company.

4. I have obtained the management representation wherever required about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provision and other applicable laws, rules, regulations, standards are the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The secretarial audit reports neither an assurance as to the future liability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

7. I have verified the records and information which was made available to me using electronic mode.

For P Mehta & Associates Practicing Company Secretaries

Prashant S Mehta

ACS no. 5814 Place: Mumbai C.P. no. 17341 Date: 29th July, 2026