Your Directors are pleased to present their 105th Annual Report on the business and operations of your Company along
with the Audited Financial Statements for the Financial Year ("FY") ended 31st March, 2025.

1 FINANCIALS

a. FINANCIAL RESULTS:

The Company's performance during the FY ended 31st March, 2025 as compared to the previous FY, is summarized
below:

b. OPERATIONS:

During the year under review your Company's Sales and Other income was Rs.268.64 Lakhs as against Rs.46.35
Lakhs for the previous year, increase of 479.59%.

Revenue from Construction Equipment Division for the financial year ending 31st March, 2025 was Rs.1.33 Lakhs
as against Rs.0.35 Lakhs for FY 2023-24. Revenue from the Real Estate Division was Rs. 213.16 for the financial
year ending 31st March, 2025 as against Rs. NIL for F.Y 2023-24.

Your Company has incurred a pre-tax Loss from continuing operation of Rs.(19.45) Lakhs during the financial
year ending 31st March, 2025 as compared to the pre-tax loss of Rs.(95.01) Lakhs in the previous financial year
and incurred a loss from discontinuing operation (Wada and Umreth division) of Rs.(6.67) Lakhs as compared to
Rs.(4.35) Lakhs in the previous financial year. During the year under review, the Company has incurred less loss
before tax compared to previous year due to construction of "F" Wing at Karjat and Sale of Delhi office.

The Earning Per Share (EPS) of the Company is Rs. (0.06) as compared to Rs.(0.25) 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 15 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 Company's operations in future.

5. CREDIT RATING

There were no changes in the Credit Rating of the Company as on 31st March, 2025 as there were no borrowings
in the Company.

6. AUDITORS AND AUDIT REPORTS

a. STATUTORY AUDITORS:

M/s. S G D G & Associates LLP Chartered Accountants (Firm Registration Number W100188) was appointed
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, 2025,
which forms part of the Annual Report of the Company, does not contain any reservation, qualification or
adverse remark.

b. SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 Mr. Prashant S. Mehta, Practicing Company Secretary, Mumbai, was
appointed as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for
financial year 2024-25.

Pursuant to recent amendment to Regulation 24A of SEBI (Listing Regulation and Disclosure Requirements)
Regulations, 2015, the Board of Directors at their meeting held on 08th May, 2025 recommends 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
one term of five consecutive years commencing from 1st April, 2025 till 31st March, 2030 subject to approval
of members at the ensuing 105th Annual General Meeting of the Company.

Your Company has generally complied with the Secretarial Standards and the Secretarial Audit Report is
annexed in Form MR-3 for financial year 2024-25 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 Company's 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, based on the recommendations of the Nomination and Remuneration Committee,
your Board had re-appointed Mr. Maulik Dave as Whole-time Director for further period of 5 years with effect from
27th May, 2024 to 26th May, 2029.

Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act read with
Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and approval
of Directors at their meeting held on 08th May, 2024 and approval of Members through Postal Ballot is deemed
to have been received on the last date of closure of voting i.e. Thursday, 20th June, 2024, Mr. Ashok Pillai (DIN:
00167849) appointed as an Independent Director and Chairman of the Company to hold office for a term of five
(5) consecutive years with effect from 08th May, 2024 to 07th May, 2029.

Retirement by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Patel (DIN : 00165858), 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.
Ashok Patel are contained in the Annexure accompanying the explanatory statement to the Notice of the ensuing
Annual General Meeting.

Completion of term of Independent Directors:

Mr. Vinod Joshi (DIN: 01409387), Chairman and Independent Director and Mr. Upen Doshi (DIN: 01471833)
Independent Director, have completed the tenure of their appointment. Accordingly, they ceased to be the Non¬
Executive Independent Directors of the Company with effect from close of the business hours on 07th August,
2024.

The Board appreciated the contribution and suggestions given by them for the development of the Company during
their tenure.

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 2024-25. 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:

During the year, the Audit Committee was re-constituted 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, Chairman¹

Mrs. Diana K. Dias, Member²

Mr. Maulik H. Dave, Member

Note: During the year, Mr. Vinod N. Joshi ceased to be Chairman and Mr. Upen M. Doshi ceased to be
Member with effect from close of business hours on 07th August, 2024.

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:

During the year, the Stakeholder Relationship Committee was re-constituted 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

* Mr. Ashok C. Pillai appointed as Chairman with effect from 08th August, 2024.

** Mrs. Diana K. Dias appointed as member with effect from 08th May, 2024.

Note: During the year, Mr. Vinod N. Joshi ceased to be Chairman and Mr. Upen M. Doshi ceased to be
Member with effect from close of business hours on 07th August, 2024.

The other details are provided in the Corporate Governance Report.

c. Nomination and Remuneration Committee:

During the year, the Nomination and Remuneration Committee was re-constituted 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

* Mrs. Diana K. Dias appointed as Chairperson with effect from 08th August, 2024.

** Mr. Ashok C. Pillai appointed as member with effect from 08th August, 2024.

Note: During the year, Mr. Vinod N. Joshi ceased to be Member and Mr. Upen M. Doshi ceased to be
Chairman with effect from close of business hours on 07th August, 2024.

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

9. PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013, and Listing Regulations, 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 12th February, 2025, 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 Company's 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 Company's website under the Investors Relations section https://www.skylinemillarsltd.com/pdf/
policies/Familiarization%20Policy.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 unsder 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.

I n line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), the Company has formulated

a Policy on Related Party Transactions. The same has been posted on the Company's 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 2024-25 are given in the notes to
the Financial Statements.

13. PARTICULARS OF EMPLOYEES

I n 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. MANAGEMENT'S DISCUSSION AND ANALYSIS:

Management's 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

I n 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 2024-25.

19. VIGIL MECHANISM

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, 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 Company's
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 31 March, 2025 is placed on the website of the Company and the same is available
on the following link: www.skylinemillarsltd.com

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. I ssue 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 Company's 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. DIRECTOR'S RESPONSIBILITY STATEMENT

a. 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, 2025, the Board of Directors hereby confirms that:

b. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;

c. s uch 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, 2025 and of the loss of the Company for the year ended on that date;

d. 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;

e. the Annual Accounts of the Company have been prepared on a going concern basis;

f. 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;

g. 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: 08th May, 2025

Place: Mumbai

1

Mr. Ashok C. Pillai appointed as Chairman with effect from 08th August, 2024.

2

Mrs. Diana K. Dias appointed as member with effect from 08th May, 2024.