The Board of Directors ("the Board") have pleasure in presenting the 42nd Board Report of your Company together
with the Audited Financial Statements for the financial year ("FY") ended March 31, 2026 (hereinafter referred as
"FY26" or "during the year").

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE AND
CONSOLIDATED)

Your Company''s Standalone and Consolidated Financial Performance during the Financial Year 2025-26 as
compared to that of the previous Financial Year 2024-25 is summarized below:

All amounts are in INR lacs unless otherwise stated

Operational Performance and Financial HighlightsOperational Drivers of Freight Revenue Growth (Air Freight & Ocean Freight)Air Freight Services

Our Company''s freight revenue growth during FY 2025-26 was primarily driven by a significant increase in cargo
throughout across both its air and ocean freight operations. During the year, air cargo volumes increased by
43.20%, from 58,605.58 metric tonnes in FY 2024-25 to 83,923.81 metric tonnes in FY 2025-26, while ocean
shipment volumes increased by 31.90%, from 21,436 TEU''s to 28,275 TEU''s. Although average revenue realised
per unit of cargo moderated during the year, the substantial increase in shipment volumes enabled our Company
to achieve strong growth in freight revenue across both business segments.

Revenue from Air Freight Services increased to Rs. 2,16,639.87 lakhs in FY 2025-26 from Rs. 1,64,076.56 lakhs in
FY 2024-25, representing a year-on-year growth of 32.04%. The increase was primarily volume-driven. Air cargo
handled by our Company increased from 58,605.58 metric tonnes in FY 2024-25 to 83,923.81 metric tonnes in FY
2025-26, representing a growth of 43.20%.

The volume-price variance analysis indicates that the increase in cargo volumes contributed approximately
Rs. 70,883 lakhs to revenue growth. This positive impact was partially offset by an adverse price variance of
approximately Rs. 18,320 lakhs, as the average freight realization declined from Rs. 280 per kg in FY 2024¬
25 to Rs.258 per kg in FY 2025-26, representing a decline of approximately 11.00%. Consequently, the
net impact of volume and price movements resulted in an increase in air freight revenue of approximately
Rs. 52,563 lakhs.

Ocean Freight Services

Revenue from Ocean Freight Services increased to Rs. 42,260.32 lakhs in FY 2025-26 from Rs. 39,450.06 lakhs in
FY 2024-25, representing a year-on-year growth of 7.12%. Ocean shipment handled by our Company increased
from 21,436 TEU''s in FY 2024-25 to 28,275 TEU''s in FY 2025-26, representing an increase of 31.90%.

Based on the volume-price variance analysis, the increase in shipment volumes contributed approximately
Rs. 12,586 lakhs to revenue growth. This positive impact was partially offset by an adverse price variance of
approximately Rs. 9,776 lakhs, as the average freight realization declined from Rs. 1,84,036 per TEU in FY 2024¬
25 to Rs. 1,49,462 per TEU in FY 2025-26, representing a decline of approximately 18.79%. Consequently, the
net impact of volume and price movements resulted in an increase in ocean freight revenue of approximately Rs.
2,810 lakhs.

Overall, the volume-price analysis demonstrates that freight revenue growth during FY 2025-26 was predominantly
volume-led. Increased shipment volumes across both air and ocean freight operations contributed significantly
to revenue growth and more than offset the impact of lower average freight realizations arising from prevailing
market conditions.

Business Expansion and Service Portfolio Diversification

We continued to strengthen our integrated logistics platform through the expansion of our service offerings
during FY 2025-26. The growth in revenue across our Company''s non-core logistics segments is set out below:

Growth in our Company''s Express Cargo revenue was supported by the continued expansion of its domestic
express logistics network, as reflected in the increase in the number of pick-up and delivery ("PUD") centres from
24 in FY 2024-25 to 31 in FY 2025-26 and the expansion of its service coverage from 1,114 PIN codes to 1,204 PIN
codes during the same period. The expanded network improved geographical reach and customer accessibility
across India. In addition, higher shipment volumes in international air express business further contributed to
revenue growth during the year.

Our Company benefited from the continued growth of India''s export economy during the year. India''s merchandise
exports increased from USD 437.70 billion in FY 2024-25 to USD 441.74 billion in FY 2025-26, representing a growth of
approximately 0.92%. The growth in exports was supported by continued government initiatives to strengthen India''s
manufacturing and export ecosystem, including the "Make in India" initiative, ongoing efforts to improve logistics
infrastructure, and the expansion of market access through new and existing Free Trade Agreements ("FTAs").
These developments enhanced India''s integration with global supply chains and supported increased demand for
international freight forwarding and integrated logistics services, contributing to higher shipment volumes across
our Company''s operations. During the year under-review Capital Work-in-Progress increased by 69.27%, from
Rs. 4,438.35 lakhs as at March 31, 2025 to Rs. 7,512.79 lakhs as at March 31, 2026, primarily due to expenditure
incurred towards construction of a new office facility at Mahipalpur and development of a warehouse at Okhla.
Acquisition of freehold land amounting to Rs. 2,019.09 lakhs to expand owned office infrastructure in Mahipalpur,
New Delhi.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY

Your Company is a leading Logistics Player engaged in providing a comprehensive suite of services, including air
freight forwarding, ocean freight forwarding, trucking, warehousing, custom broking, technology driven express
cargo and parcel delivery and a wide range of Value-Added Services (VAS) to support the diverse needs of our
clientele across domestic and international markets. By aligning with these well-established networks, we reinforce
our positioning as a globally connected and operationally agile organization within the freight forwarding sector.
These affiliations not only expand our international reach but also enhance our capability to deliver consistent
service quality, regardless of destination, cargo type, or complexity of shipment. Such strategic collaborations
contribute to the company''s resilience and sustainable growth in the face of evolving market conditions and
dynamic trade environments. At group level Company is operational more than 28 cities of different states and
having its presence more than 12 countries across the globe.

To support this strategic vision, our company incorporated and acquired multiple subsidiary entities, both within
India and across key international markets. These subsidiaries were established with specific mandates—either to
offer specialized value-added services or to cater to niche product segments within the freight forwarding domain.
This approach allowed us to strengthen our presence across the logistics value chain and deliver end-to-end
freight forwarding solutions, tailored to the diverse needs of our clientele. Below is a comprehensive overview
of the business activities conducted by our subsidiaries and associates, along with the value-added services they
provide to enhance operational efficiency and drive the sustained expansion of the Skyways Group.

Our subsidiary companies also performed well during the financial year, further contributing to the growth of the

logistics segment. Our subsidiary companies focused on their core competencies offering specialized logistics
solutions to enhance its ability to handle larger volumes and diversified types of shipments.

The Board of Directors with a strategic view to expand its corporate footprint and to unlock stakeholder value has
taken steps towards Public Listing by filing Draft Red Herring Prospectus (DRHP) was filed with SEBI on 30.06.2025
and ROC, Delhi for an Initial Public Offer (IPO) including Offer for sale (OFS) at National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) and subsequently also have filed RHP with respect to announcement of
Public Offer period, however due to the global macroeconomic landscape witnessed severe disruption due to
escalating geopolitical tensions and conflicts in the US-Iran conflict, the Board of Directors, via its resolution dated
10th March 2026, consciously decided to postpone the IPO at that juncture. All necessary legal filings regarding
the postpone were made with SEBI.

HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere
appreciation for the unstinted support it continues to receive from all its employees. Your Company also continued
to focus on manpower productivity and efficiency during the Financial Year under review and hence drives various
learning and development interventions in this regard, in line with the organizational objectives. Your Company
is also committed to foster employee engagement and connect, while maintaining a safe and healthy workplace.
Your Company has several policies formulated for the benefit of employees, which promote gender diversity,
equal opportunity, prevention of sexual harassment, safety and health of employees.

TRANSFER TO RESERVES

The Board has decided not to transfer any amount to General Reserves. The profits earned during the financial
year have been retained in the Profit & Loss Account of the Company for business and operations of the Company.

CHANGE IN NATURE OF BUSINESS DURING THE YEAR

During the financial year under review the Company has not changed its nature of business.

TRANSFER OF AMOUNTS TO INVESTER EDUCATION AND PROTECTION FUND

The 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).

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes in the business, which may affect financial position of the Company.

SHARE CAPITAL

Your directors wish to state that during the financial year ended March 31, 2026, the Authorised Share Capital of
the Company remained unchanged, whereas in order to meet the working capital requirements of the Company,
the Board of Directors, pursuant to the approval of shareholders in the Extra-Ordinary General Meeting (EGM)
held on July 28, 2025, approved the issuance and allotment of 40,19,326 Equity Shares of face value of Rs. 10/-
each at a premium of Rs.110/- each, aggregating to Rs. 4,823.19 Lakhs on a preferential issue /Private Placement

basis and allotted the 40,19,326 equity shares in the Board Meeting held on 06th August, 2025 and necessary
filing has been made with concerned authorities.

During the Financial Year 2025-26, the Company has not issued any equity shares with differential rights, sweat
equity shares, equity shares under employee stock options and also has not made any buy-back of its securities.

Credit Rating

The Company has obtained a credit rating from Care Rating agency for its Bank loan facilities of Rs. 221.00 Crore
regarding long-term rating which reflects Care A; Stable and for its Bank loan facilities of Rs. 9.00 Crore regarding
short-term rating which reflects Care A1 during the financial year 2025-26. The rating reflects the Company''s
strong financial position, prudent risk management practices, and its ability to meet debt obligations.

BOARD COMPOSITION AND INDEPENDENCE

The Board Composition of the Company is in conformity with Section 149 of the Companies Act, 2013 and as on
March 31, 2026, the Board comprised of Ten (10)] Directors. Out of these, Five are Executive Directors and Five
are Non-Executive Independent Directors. All Directors possess requisite qualifications, expertise, and experience
in general corporate management, finance, laws, and operations enabling them to contribute effectively in their
capacity as Directors of the Company. All Independent Directors have given due declarations that they meet the
criteria of independence as laid down under Section 149(6) and 149(7) of the Companies Act, 2013 and under
extant provisions of Regulation 16(1)(b) & Regulation 17 of the SEBI Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met Twenty-Seven (27) times during the financial year ended 31st March 2026 in accordance
with the provisions of the Companies Act, 2013 and rules made there under and the gap between any two
consecutive meetings has not exceeded 120 days.

COMMITTEES OF THE BOARD

The Board has the following committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

d. Risk Management Committee

e. Corporate Social Responsibility Committee

A. AUDIT COMMITTEE

In Compliance of the Provisions of Section 177 of the Companies Act, 2013, the Audit Committee of the
Company has been constituted in the following manner:

The brief terms of reference of Audit Committee are as under:

1. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. review and monitor the auditor''s independence and performance, and effectiveness of audit process;

3. examination of the financial statement and the auditors'' report thereon;

4. approval or any subsequent modification of transactions of the company with related parties;

5. scrutiny of inter-corporate loans and investments;

6. valuation of undertakings or assets of the company, wherever it is necessary;

7. evaluation of internal financial controls and risk management systems;

8. monitoring the end use of funds raised through public offers and related matters.

9. oversight of the listed entity''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

10. approval of payment to statutory auditors for any other services rendered by the statutory auditors;

11. reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. matters required to be included in the director''s responsibility statement to be included in the board''s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

12. reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

13. reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations
to the board to take up steps in this matter;

14. reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process

15. valuation of undertakings or assets of the Company, wherever necessary.

16. reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit.

17. discussion with internal auditors of any significant findings and follow up there on;

18. reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;

19. discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

20. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

21. to review the functioning of the whistle blower mechanism;

22. approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

23. To perform such other functions as may be prescribed by the Companies act, 2013 or the SEBI Listing
Regulations, as amended or under any other law or as may be prescribed or specified by the Board from
time to time.

1. Management Discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions submitted by the Management;

3. Management letters / letters of internal control weaknesses issued by the Statutory Auditor, if any;

4. Review of the Compliance Report in respect of related laws and regulations as applicable to the Company;]

5. Internal audit reports relating to internal control weaknesses;

6. The appointment, removal and terms of remuneration of Internal Auditors; and

7. Statements of deviations against monies raised by issuance of securities, if any.

The Audit Committee met Eight (8) times during the year 2025-26. The maximum time gap between two
consecutive meetings did not exceed one hundred and twenty days.

B. NOMINATION AND REMUNERATION COMMITTEE (NRC)

In Compliance of the Provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration
Committee of the Company has been constituted in the following manner:

Terms of reference of the Nomination and Remuneration Committee

In accordance with section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the role of the

Nomination and Remuneration Committee of the Company is as under:

• To formulate criteria for determining qualifications, positive attributes and independence of Directors.

• Evaluate balance of skills, knowledge and experience of the Independent Directors.

• Formulate criteria for evaluation of Independent Directors and that of the Board.

• Identify persons who are qualified to become Directors and individuals who may be appointed in Senior
Management positions in accordance with the criteria laid down by the Committee.

• To carry out evaluation of every Director''s performance.

• To recommend the Board on appointment and removal of Directors and Senior Management.\

• To recommend the Board on policy relating to remuneration of Directors, Key Managerial Personnel and
Senior Management.

• To recommend the board on all remuneration, in whatever form, payable to the senior management.

• Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration
to performance is clear and meets appropriate performance benchmarks.

• To devise a policy on Board diversity.

• To carry out any other function as is mandated by the Board from time to time and / or as required under
any statutory notification, amendment or modification, as may be applicable.

• To determine extension or continuation of term of Independent Directors based on the report of their
performance evaluation.

• To perform such other functions as may be necessary or appropriate for the performance of such duties.
The Committee also works with the Board on the Leadership Succession Plan and prepares Contingency
Plans for succession in case of any exigencies.

The Nomination and Remuneration Committee met Four (4) times during the year 2025-26.

In Compliance of the Provisions of Section 178 of the Companies Act, 2013, the Stakeholder Relationship
Committee of the Company has been constituted in the following manner:

Terms of reference of the Stakeholders'' Relationship Committee are as follows:

1. To supervise and ensure efficient share transfers, share transmission, transposition, etc.;

2. To approve allotment, transfer, transmission, transposition, consolidation, split, name deletion and issue of
duplicate share certificates for equity shares of the Company;

3. To redress shareholders'' complaints/grievances like non-receipt of financial statements/annual report,
nonreceipt of declared dividends, etc.;

4. To review service standards and investor service initiatives undertaken by the Company;

5. To place before the Board meeting, a quarterly report giving details such as number of complaints received,
resolved, pending during the quarter;

6. To report immediately to the Board, specific grievance raised by the shareholders / investors which could not
be resolved by the committee and which need immediate attention;

7. To address all matters pertaining to Registrar and Transfer Agent, including appointment of new Registrar and
Transfer Agent in place of the existing agent;

8. To address all matters pertaining to Depositories for dematerialization of shares of the Company and other
matters connected therewith;

9. To attend to any other responsibility as may be entrusted by the Board or investigate any activity within the
terms of its reference.

10. Review of measures taken for effective exercise of voting rights by shareholders.

11.Oversee the statutory compliance relating to all securities including dividend payments and transfer of
unclaimed amounts to the Investor Education and Protection Fund

The Stakeholder Relationship Committee met One (1) time during the year 2025-26.

D. RISK MANAGEMENT COMMITTEE

In Compliance of the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, the Risk

Management Committee of the Company has been constituted in the following manner:

The Risk Management Committee is constituted in accordance with Regulation 21 of the SEBI Listing Regulations.
The committee being involved with risks associated with the Company in the short term and long term requires
by nature that it is in co-ordination with the board of directors and the Board is informed about nature and
contents of its discussions, recommendations and actions. Further, in case any of its activities overlap with the
other committee(s), it shall work in co-ordination with other committees and undertake activities in line with the
terms of reference laid down.

Terms of reference of the Committee are as under:

• To formulate, oversee and monitor implementation of a detailed risk management policy ("Policy").The policy
will be subject to periodic review at least once in two years with consideration of the changing industry dynamics
and evolving complexity. The policy formulated shall entail the following:

o A framework for identification of internal and external risks specifically faced by the Company, including
financial, operational, sectoral, sustainability (ESG), information, cyber security or other risks as may be
determined by the committee.

o Measures for risk mitigation including systems and processes for internal controls towards identified risks.
o Business continuity plan.

• Identify and review the risks associated with business of the Company, its exposure and assess Management''s
actions to mitigate the exposures in a timely manner;

• Review the Company''s risk appetite and tolerance limit;

• Reviewing the risk management processes and practices of the Company to ensure that Company has
appropriate and adequate methodology, systems, processes and measures in place to monitor and evaluate
risks associated with the business of the Company to achieve prudent balance between risk and reward in the
ongoing and new business activities;

• Annually review the overall risk management framework with respect to risk assessment and management;

• To evaluate significant risk exposures including business continuity planning and disaster recovery planning to
ensure a Business Continuity Plan ("BCP") is in place for the Company.

• Review and assess the effectiveness of the Company-wide risk assessment processes and assess management''s
actions in mitigating the risk exposures in a timely manner;

• To advise the Board on acceptable levels of risk appetite, tolerance and strategy appropriate to the size and
nature of business and the complexity and geographic spread of the Company''s operations.

• To review and reassess the adequacy of this charter periodically and recommend any proposed changes to the
Board for approval from time to time.

• As and when required, the Committee may assign tasks to the Internal Auditor, the Company''s internal Risk
management team, seek necessary information/support from any Employee and any external expert advisors
considered necessary for any task and will submit their findings to the Committee

• To perform such functions as may be delegated by the Board and/or are prescribed under Companies Act,
2013, SEBI Listing Regulations and any other applicable laws from time to time.

During 2025-26, the Committee met one (1) time.

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been
constituted in the following manner:

Terms of reference of the Committee are as under:

• Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the
also includes a review of the said policy on periodic basis, including any changes on the regulatory front, as
applicable from time to time.

• Recommend the amount of expenditure to be incurred on the activities referred in the CSR policy and the
treatment of short / excess spending in any financial year, as per the provisions of the Act and the Rules made
thereunder.

• Monitor the CSR Policy of the Company and its implementation from time to time;

• Monitor the Annual Action Plan for the CSR activities of the Company from time to time.

• Review the need for Impact Assessment, if any, for the projects or programmes.

• Such other functions as the Board may deem fit.

During 2025-26, the Committee met One (1) time.

INDUCTION, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2025-2026 no Directors and Key Managerial Personnel has been appointed or resigned

except the following:

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, forms part of this
report and a statement containing top ten employees in terms of remuneration and the names of every employee
who was in employment of the Company throughout the year and was in receipt of the specified remuneration is
also included therein.

A. Statement of particulars of Employees pursuant to Rule 5 (1) Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014

1. The ratio of the remuneration of each Director to the median remuneration of the employee for the
financial year

2. The percentage increase in remuneration of each Director, CFO, CS in the financial year

Note: None of the other directors are paid any remuneration except sitting fees and reimbursement of
expenses for attending Board and Committee meetings.

3. The percentage increase in the median remuneration of employees in the financial year

The increase in the median remuneration during the year was to the extent of 14.29%. This was owing to a
significant emolument increase effected across the company at all levels of employees.

4. The number of permanent employees on the rolls of the Company

There were 314 employees as on March 31, 2026.

5. Average percentile increase already made in the salaries of employees other than the Managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the managerial
remuneration.

As can be seen from the above, the percentile increase in the managerial remuneration / KMP
remuneration is significantly lower than that in respect of other employee remuneration. This was owing to
a significant emolument increase effected across the company at all levels of employees.

6. Affirmation that the remuneration is as per the remuneration policy of the Company

The remuneration paid is in accordance with the remuneration policy of the Company.

B. Statement of particulars of employees pursuant to rule 5(2) of Companies (Appointment and Remuneration
of Key Managerial Personnel) Rules, 2014

i. Employed throughout the year and were in receipt of remuneration of not less than Rs.102 Lakhs
per annum

ii. Employed for a part of the year and were in receipt of remuneration of not less than Rs.8.50 Lakhs per
month: NA

C. Top 10 employees in terms of remuneration

The remuneration and other details of the Key Managerial Personnel for FY 2025-26 can be accessed in the Annual
Return (MGT 7), available on our website at www.skyways-air.in

RETIRE BY ROTATION

Mr. Himanshu Chhabra (DIN: 09018796), Whole Time Director of the Company will retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, offered himself for re-appointment as per Section
152 of the Companies Act, 2013.

STATUTORY DISCLOSURES

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies
Act,2013. Your directors have made necessary disclosures, as required under various provisions of the Companies
Act, 2013 and SEBI Listing Regulations.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the annual performance of
the Board, its Committees, Chairperson and Individual Directors including Independent Directors was evaluated
as per the criteria laid down by the Nomination and Remuneration Committee the performance evaluation of
independent directors, executive directors and board whole as well as working of its Audit, Nomination and
Remuneration committee has been carried out during the financial year 2025-2026.

BOARD DIVERSITY

Recognizing the critical role of diversity in driving robust corporate governance, the Board has adopted a Board
Diversity Policy. The policy aims to ensure a balanced composition of Executive, Non-Executive, and Independent
Directors possessing varied domain knowledge, industry experience, and background. The Board Diversity Policy
can be accessed on the Company''s website at https://skyways-air.in/Policy-on-Board-Diversity.pdf

PARTICULARS OF LOANS, INVESTMENTS & GUARANTEE

During the financial year under review the company has granted loans, provided securities/guarantees and made
investments under the purview of Sections 186 of the Companies Act, 2013 which was duly complied with.

DEPOSITS

The Company has neither accepted nor renewed any deposits as covered under Chapter V of the Act during the
financial year under review.

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

The statement relating to particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings & outgo under the Companies Act 2013 is as follows:

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a. Conservation of Energy:

b. Technology Absorption:

c. Foreign Exchange Earnings/ Outgo:

RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help
in feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D)
initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has an Internal Control System in commensurate with size, scale and complexity of its operations.
The Board of the Company had laid down policies, guidelines, procedures and structure to enable implementation
of appropriate internal financial controls across the Company. These control processes enable and ensure the
orderly and efficient conduct of Company''s business, including safeguarding of assets, prevention and detection
of frauds and errors, the accuracy and completeness of the Accounting records and timely preparation & disclosure
of financial statements. These controls also identify the risks and provides for means to minimize / mitigate the
risks affecting the business of the Company as a whole. Auditors, as required under the Companies Act 2013, have
also reported the existence and operations of these controls in an effective manner.

The Company''s internal audit department enables the Management to mitigate the risks and prevent
noncompliance with laws which would affect the financial position of the Company. The scope and authority of
the Internal Audit function is well defined and to maintain its objectivity and independence, the Internal Audit
function reports directly to the Chairman of the Audit Committee of the Board as well as directly to the Chairman
& Managing Director. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal

control systems in the Company, its application within operating systems, accounting procedures and policies at
all locations of the Company. Based on the internal audit report from time to time, the management undertakes
corrective actions in the relevant areas and thereby strengthens the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to the Audit Committee.

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the annual return for Financial Year 2025-26 prepared in accordance with
Section 92(3) of the Act is made available on the website of the Company and can be accessed by using the link:
https://www.skyways-air.in/investors/#annual_return.

PARTICULARS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company has 3 (Three) Associate Company and 28 subsidiary including wholly owned subsidiaries. Pursuant
to sub-section (3) of Section 129 of the Companines Act, 2013 A statement containing the salient features of the
financial performance, highlights, and contribution of the Subsidiary, Associate, and Joint Venture companies to
the overall performance of the Company during the financial year under review is annexed herewith as Annexure

- 1 in Form AOC-1 and forms an integral part of this Report. Detailed operational and financial details of these
entities, along with their respective metrics, are disclosed in the said Form AOC-1 and the Consolidated Financial
Statements of the Company.

During the year under review, following associates/subsidiaries sold, incorporated, acquired or liquidated:

1. Avito Global Freight Private Limited Wholly Owned Subsidiary 100% 24.09.2025 Incorporated

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement entered by the Company with related parties referred to in sub¬
section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 and marked as Annexure

- 2. With reference to Section 134(3)(h) of Companies Act, 2013 all contracts and arrangements with related parties
under sec 188(1) entered by the Company during the financial year were in ordinary course of business at arm
length basis.

The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board of Directors of the Company can be viewed on our website, at:
https://skyways-air.in/Related-Party-Transaction-Policy.pdf

CODE OF CONDUCT

The Board of Directors has adopted a comprehensive Code of Conduct applicable to all Board Members and
Senior Management Personnel, as well as designated employees of the Company. The Company maintains a
strict "Zero Tolerance" policy against bribery, corruption, and unethical business practices, with clear operational
directives laid down by the Board to mitigate such risks.

Such code of conduct can be accessed on our website at https://skyways-air.in/Code-of-Conduct-of-Board-of-
Directors-and-Senior-Management-Per.pdf. The Code lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the designated employees in their business dealings
and in particular on matters relating to integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance on the expected behaviour from an employee in a given situation and the
reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. Pursuant to SEBI Listing Regulations, a declaration from the Chairman & Managing Director (Chief

Executive Officer who performs the duties of the Chief Executive Officer) regarding compliance with the Code by
board of directors and senior management personnel is included as part of the Annual Report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY

The Company''s robust risk management framework identifies and evaluates business risks and opportunities.
The company recognizes that these risks need to be managed and mitigated to protect its shareholders and
other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed
at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk
Management is embedded in our critical business activities, functions and processes. The risks are reviewed for
the change in the nature and extent of the major risks identified since the last assessment. It also provides control
measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

Risk Management Policy of the Company which has been hosted on website of the Company at
https://skyways-air.in/Risk-Management-Policy.pdf

VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy in line with the provisions of Section 177 of the Companies Act, 2013
to deal with instances of fraud and mismanagement, if any. Staying true to our core values being committed
to high standards of Corporate Governance and stakeholder responsibility, the said policy ensures that strict
confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no
discrimination will be meted out to any person for a genuinely raised concern and also provides a direct access
to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied
access to the Chairman of Audit Committee. The Vigil Mechanism policy is available on our website at https://
www.skyways-air.in/Whistle-Blower-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As required under section 135 of the Companies Act 2013, the Board has constituted Corporate Social
Responsibility Committee which monitors and oversees various CSR initiatives and activities of the Company. The
CSR Committee comprises of Three directors out of which One is Independent Director.

The Company has undertaken and contributed to various projects by way of direct spends and also identified Trusts,
Societies, and other eligible institutions including Educational Institutions for CSR related activities as approved by the
CSR Committee, focusing predominantly on Education, Healthcare and Sports. A detailed Annual Report including
composition, terms, functions, meetings and attendance of directors of the said committee as required to be given
under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014 containing details of CSR activities & contents of CSR policy is annexed as Annexure 3.

The CSR policy can be accessed on our website at https://skyways-air.in/Corporate-Social-Responsibility-Policy.pdf

AUDITORS'' AND THEIR REPORTSSTATUTORY AUDITORS

Statutory Auditors M/s Bhagi Bhardwaj Gaur & Co, Chartered Accountants (Firm Reg No. 007895N), are Statutory
Auditors of the Company. The Members of the Company had at their 39th AGM held on 30 September 2023
granted their approval for appointment of M/s Bhagi Bhardwaj Gaur & Co. for a One term of five consecutive years
commencing from the conclusion of the 39th AGM up to the conclusion of the 44th AGM of the Company to be
held in the year 2028 on such remuneration as may be decided by the Board of Directors.

AUDITORS'' REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self-explanatory. There
are no qualifications, observations or adverse remarks which require comments from the Board of Directors and
require further explanations.

COST AUDITORS

For the financial year 2025-26, the provisions of Cost Audit and maintenance of cost records as specified by the
Central Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to
the Company and hence such accounts and records are not required to be maintained by the Company during
the financial year under review.

INTERNAL AUDITORS

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls
with the objective of providing to the Board, an independent, objective and reasonable assurance on the adequacy
and effectiveness of the Company''s processes. M/s AEPN and Associates was appointed as Internal Auditor of
the Company for the financial year 2025-26.

The Internal Auditor reports directly to the Chairman of the Company. The Internal Audit function develops an
audit plan for the Company, which inter-alia, covers core business operations as well as support functions and is
reviewed and approved by the Board on an annual basis. The internal audit approach verifies compliance with the
operational and system related procedures and controls.

Significant audit observations are presented to the Board, together with the status of the management actions and
the progress of the implementation of the recommendations on a regular basis.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company
had appointed (MSTR & Associates) Company Secretaries to undertake the Secretarial Audit of the Company
for the financial Year ended March 31, 2026. The secretarial Report has been annexed as ''Annexure - 4'' to the
Directors'' Report.

The Board of Directors has approved the re-appointment of MSTR & Associates, Company Secretaries for a term
of five consecutive years commencing from the conclusion of the 42nd AGM up to the conclusion of the 47th AGM
of the Company to be held in the year 2031 on such remuneration as may be decided by the Board of Directors.

NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013, the Board has, on the recommendation of the
Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior
Management and their remuneration including criteria for determining qualifications, positive attributes and other
matters provided under sub section (1) (3) of section 178 of the Companies Act 2013. The Remuneration Policy can
also be accessed on our website at https://skyways-air.in/Nomination-and-Remuneration-Policy.pdf

DIVIDEND

During the year under review, the Board of Directors of the Company declare an interim dividend of INR 0.20 Per
share in its Board Meeting held on 18th April, 2025 and paid the same in compliance of applicable provisions of the
Companies Act, 2013 further, The Board of Directors at their meeting held on 26th June 2026 have recommended
to members for their approval, Final Dividend of INR 0.65 per equity share (face value of INR 10.00 per equity
share) for the financial year ended 31st March 2026, subject to approval of shareholders in the ensuing AGM of
the Company.

FRAUD REPORTED BY THE AUDITOR UNDER SUB SECTION (12) OF SEC 143 OF COMPANIES ACT.

There is no fraud reported by the Auditor under sub section (12) of sec 143 of Companies Act, 2013 during the
financial year 2025-26.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the financial year under review.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the
Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. The Policy is available on the website at

Prevention_of_Sexual_Harassment.pdf. The Company did not receive any

complain during the year 2025-26.

No. of Complaints at the begining of the Year : NIL
No. of Complaints received during the Year : NIL
No. of Complaints disposed Off during the Year : NIL
No. of Complaints at the end of the Year : NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i. In the preparation of the annual accounts, the applicable accounting standards (Ind AS) have been followed
along with proper explanation relating to material departures, as prescribed under Section 133 of the
Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and
Companies (Indian Accounting Standards) Amendment Rules, 2016.

ii. The directors have selected such accounting policies and applied them consistently and made judgments
and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit or loss of the Company for that period.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

vi. Based on the framework of internal financial controls established and maintained by the Company, work
performed by the internal, statutory auditors, reviews performed by the management and the relevant Board
Committees, the Board, in concurrence with the Audit Committee, is of the opinion that the Company''s internal
financial controls were adequate, operational and effective as on March 31,2026.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on
meetings of the Board of Directors issued by the Institute of Company Secretaries of India and approved by
Central Government under section 118(10) of the Companies Act, 2013.

DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for
both NSDL and CDSL is INE0PX301025.

STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY
BENEFIT ACT, 1961

The Company has Complied with the applicable provisions, if any, of the Maternity Benefit Act, 1961.
ACKNOWLEDGEMENTS

Your directors would like to place on record their deep sense of gratitude to Shareholders and Stakeholders.
The Directors place on record their sincere appreciation to all employees of the Company for their unstinted
commitment and continued contribution to the Company.

By The Board of Directors
FOR SKYWAYS AIR SERVICES LIMITED
(FORMERLY KNOWN AS SKYWAYS AIR SERVICES PVT. LTD.)

Sd/-

YASHPAL SHARMA
Chairperson and Managing Director
DIN: 00520359

Date: 26.06.2026
Place: New Delhi

The Board of Directors ("the Board") have pleasure in presenting the 41^st Board Report of your Company together with
the Audited Financial Statements for the financial year ("FY") ended March 31, 2025 (hereinafter referred as "FY25" or
"during the year").

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE AND
CONSOLIDATED)

Your Company''s Standalone and Consolidated Financial Performance during the Financial Year 2024-25 as compared
to that of the previous Financial Year 2023-24 is summarized below:

(Rs. in Lacs)

During the year, the Company has earned revenue of INR 1347.05 Crores in comparison to INR 932.36 Crores in
previous year on Standalone Basis. The Company has witnessed a growth of 44.50% on Y-O-Y basis. For FY 2024-25,
EBIDTA stands at INR 71.60 Crores in comparison to INR 55.44 Crores in previous year on Standalone Basis. The
Company has witnessed a growth of 29.17% of EBIDTA in comparison to previous year.

During the year, the Company has earned revenue of INR 2247.82 Crores in comparison to INR 1289.11 Crores in
previous year on Consolidated Basis. The Company has witnessed a growth of 74.37% on Y-O-Y basis. For FY 2024-25,
EBIDTA stands at INR 109.66 Crores in comparison to INR 76.04 Crores in previous year on Standalone Basis. The
Company has witnessed a growth of 44.21% of EBIDTA in comparison to previous year.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY

Your Company is a leading Logistics Player engaged in providing a comprehensive suite of services, including air freight
forwarding, ocean freight forwarding, trucking, warehousing, custom broking, technology driven express cargo and
parcel delivery and a wide range of Value-Added Services (VAS) to support the diverse needs of our clientele across
domestic and international markets. By aligning with these well-established networks, we reinforce our positioning as a
globally connected and operationally agile organization within the freight forwarding sector. These affiliations not only
expand our international reach but also enhance our capability to deliver consistent service quality, regardless of
destination, cargo type, or complexity of shipment. Such strategic collaborations contribute to the company''s resilience
and sustainable growth in the face of evolving market conditions and dynamic trade environments.

To support this strategic vision, our company incorporated and acquired multiple subsidiary entities, both within India
and across key international markets. These subsidiaries were established with specific mandates—either to offer
specialized value-added services or to cater to niche product segments within the freight forwarding domain. This
approach allowed us to strengthen our presence across the logistics value chain and deliver end-to-end freight
forwarding solutions, tailored to the diverse needs of our clientele. Below is a comprehensive overview of the business
activities conducted by our subsidiaries and associates, along with the value-added services they provide to enhance
operational efficiency and drive the sustained expansion of the Skyways Group.

Our subsidiary companies also performed well during the financial year, further contributing to the growth of the logistics
segment. Our subsidiary companies focused on their core competencies offering specialized logistics solutions to
enhance its ability to handle larger volumes and diversified types of shipments. In order to increase its business volumes
and presence in the logistic industry, Company has acquired 51% Stake in Odyssey Logistics Private Limited and CTC
Air Carriers Private Limited.

During the year under review, the Company was converted from a private limited company to a public limited company
pursuant to the approval of the shareholders in their Meeting held on 29.03.2025 and upon receipt of the fresh Certificate
of Incorporation from the Registrar of Companies, Delhi dated 05.05.2025.

The conversion is in line with the Company''s future growth plans, including its proposed listing on the main board of
stock exchanges. The Company continues to be governed by the applicable provisions of the Companies Act, 2013, and
other applicable laws consequent upon such conversion. Further, the Company has filed its Draft Red Hearing Prospectus
(DRHP) with SEBI on 30.06.2025 for an IPO on main Board.

HUMAN RESOURCES:

Your Company has amicable employee relations at all locations and would like to place on record its sincere appreciation
for the unstinted support it continues to receive from all its employees. Your Company also continued to focus on
manpower productivity and efficiency during the Financial Year under review and hence drives various learning and
development interventions in this regard, in line with the organizational objectives. Your Company is also committed to
foster employee engagement and connect, while maintaining a safe and healthy workplace. Your Company has several
policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of
sexual harassment, safety and health of employees.

TRANSFER TO RESERVES

The Board has decided not to transfer any amount to the General Reserves. The profits earned during the financial year
have been retained in the Profit &Loss Account of the Company for business and operations of the Company.

CHANGE IN NATURE OF BUSINESS DURING THE YEAR

During the financial year under review the Company has not changed its nature of business.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

No material change or commitment affecting the financial position of the Company has occurred between the end of the
financial year and the date of this Report.

SHARE CAPITAL

During the Financial Year 2024-25, the Company has increased the existing authorized share capital from Rs.
65,00,00,000 (Rupees Sixty-Five Crore) divided into 6,50,00,000 (Sixty Crore Fifty Lacs) equity shares of Rs 10/-each
to Rs. 1,55,00,00,000 (One Hundred Fifty Crore Only) divided into 15,50,00,000 (Fifteen Crore Fifty Lacs) equity shares
of Rs 10 each and also increased from Rs. 1,55,00,00,000 (One Hundred Fifty Crore Only) divided into 15,50,00,000
(Fifteen Crore Fifty Lacs) equity shares of Rs 10/-each to Rs. 1620000000/-(One Hundred Sixty-Two Crore Only) divided
into 162000000 (Sixteen Crore Twenty Lacs) equity shares of Rs 10 each by way of Shareholder''s Approval in their
meeting held on 14.06.2024 and 29.03.2025 respectively.

During FY 2024-25, the Company has issued and allotted 41745920 (ratio 4:1) and 52182400 equity shares (ratio 1:1)
of INR 10 each by way of Bonus issue in the Board Meeting held on 30.05.2024 and 01.01.2025 respectively.

Further the Company has issued and allotted 7291969 and 769149 equity shares of INR 10 each at a premium of INR
84 per share by way of preferential issue in the Board Meeting held on 30.01.2025 and 30.03.2025 respectively and
said preferential issue was approved in the shareholders meeting held on 13.01.2025 and 29.03.2025 respectively in
compliance of Section 42 read with Section 62 of the Companies Act, 2013.

During the Financial Year 2024-25 the Company, the Company has not issued any equity shares with differential rights,
sweat equity shares, equity shares under employee stock options and also has not made any buy back of its securities.

Credit Rating

The Company has obtained a credit rating from Crisil Ratings agency for its Bank loan facilities of Rs. 230.1 Crore
regarding long term rating which reflect Crisil A/Stable (Upgraded from ''Crisil A-/Positive'') during the financial year
2024-25. The rating reflects the Company''s strong financial position, prudent risk management practices, and its ability
to meet debt obligations.

BOARD OF DIRECTORS

Your Company''s Board is duly constituted which is in compliance with the requirements of the Companies Act, 2013,
and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity,
wisdom and experience commensurate to the scale of operations of your Company.

Mr. Tarun Sharma, Whole Time Director of the Company will retire by rotation at the ensuing Annual General Meeting of the Company
and being eligible offered himself for re-appointment as per Section 152 of the Companies Act, 2013.

Induction, Re-Appointment and Resignation of Directors and Key Managerial Personnel

During the financial year, Company has appointed or resigned following director and KMP

Apart from the above, there were no other changes in the Board of Directors and Key Managerial Personnels of the
Company during the year.

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

During the FY 2024-25, the provisions of section 149 of the Companies Act, 2013 pertaining to the appointment of
Independent Directors do not apply to the Company.

Formal Annual Evaluation

Being a Private Company, the requirement of making formal annual evaluation by the board of directors is not applicable
to the Company.

Director Remuneration:

During the financial year 2024-25, the Company has paid remuneration to its directors as per the provisions of the
Companies Act, 2013 and Schedules thereto.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A-DETAILS OF BOARD MEETINGS

The Board of Directors met 41 times during the financial year ended 31^st March 2025 in accordance with the provisions
of the Companies Act, 2013 and rules made there under and the gap between any two consecutive meetings has not
exceeded 120 days.

COMMITTEES OF THE BOARD

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, Mr. Sudershan Lal Sharma and Mr. Tarun Sharma have served as a Chairman and Member of the
Committee respectively.

NUMBER OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS

The meeting of the CSR committee held 2 times during the year under review.

After Closure of Financial Year, The Board has established Committees as a matter of good corporate governance
practices and as per the requirements of the Act and the SEBI Listing Regulations. The Company has the following
Committees, which have been established in compliance with the requirements of the business and relevant provisions
of applicable laws and statutes:

a) AUDIT COMMITTEE

b) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

c) NOMINATION AND REMUNERATION COMMITTEE

e) IPO COMMITTEE

f) RISK MANAGEMENT COMMITTEE

DETAILS OF GENERAL MEETINGS

During the year under review, the Company held 5 (five) Extra-Ordinary General Meetings and 1 (one) Annual General
Meeting. The Details of General meetings held during the financial year 2024-2025 are mentioned below:

PARTICULARS OF LOANS, INVESTMENTS & GUARANTEE

During the financial year under review the company has granted loans, provided securities/guarantees and made
investments under the purview of Sections 186 of the Companies Act, 2013 which was duly complied with.

DIVIDEND

During the year under review, the Board of Directors of the Company declare an interim dividend of INR 0.80 Per share
in its Board Meeting held on 24^th December 2024 and that the dividend so declared be paid to those equity shareholders
whose names stand in the register of members or as beneficial owners in the records of NSDL/CDSL as on 24.12.2024.
The Board of Directors has not recommended any final dividend for the financial year ended 31^st March 2025.

TRANSFER OF AMOUNTS TO INVESTER EDUCATION AND PROTECTION FUND

The 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).

DEPOSITS

The Company has neither accepted nor renewed any deposits as covered under Chapter V of the Act during the financial
year under review.

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

The statement relating to particulars in respect of conservation of energy, technology absorption and foreign exchange
earnings & outgo under the Companies Act 2013 is as follows: -

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy:

b) Technology Absorption:

c) Foreign Exchange Earnings/ Outgo:

RESEARCH AND DEVELOPMENT:

Your Company works with the purpose of constant innovation to improve farmer productivity and thereby to help in
feeding the nation. It continues to focus and invest significantly on cutting edge Research & Development (R&D)
initiatives and strongly believes that productive R&D is a key ingredient for the Company''s success and growth.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company maintains appropriate system of internal control, including monitoring procedures provides for adequate
checks and balances and is meant to ensure that all the transactions are authorized, recorded and reported correctly.
The Board reviews the adequacy and effectiveness of the internal financial control from time to time. The Board, in
consultation with the internal auditor and risk management committee monitors and controls the major financial risk
exposures.

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the annual return for Financial Year 2024-25 prepared in accordance with
Section 92(3) of the Act is made available on the website of the Company and can be accessed by using the link:
https://www.skyways-air.in/investors/#annual return .

PARTICULARS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company has Two Associate Company and 27 subsidiary including wholly owned subsidiaries. Pursuant to sub¬
section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a
Company''s subsidiary or subsidiaries, associate Company or companies and joint venture or ventures is given in Form
AOC-1 and attached as Annexure-1.

During the year under review, following associates/subsidiaries sold, incorporated, acquired or liquidated:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangement entered by the Company with related parties referred to in sub-section
(1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 and marked as Annexure - 2. With
reference to Section 134(3)(h) of Companies Act, 2013 all contracts and arrangements with related parties under sec
188(1) entered by the Company during the financial year were in ordinary course of business at arm length basis.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

The Company''s robust risk management framework identifies and evaluates business risks and opportunities. The
company recognizes that these risks need to be managed and mitigated to protect its shareholders and other
stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at
effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk Management
is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the
nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and
future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism Policy/ Whistle Blower Policy that enables the Directors and the
employees to report genuine concerns. The Vigil Mechanism Policy/ Whistle Blower Policy provides for (a) adequate
safeguards against victimization of person who use the Vigil Mechanism Policy/ Whistle Blower Policy; and (b) direct
access to the Chairman of the Board of Directors of the Company in appropriate and exceptional cases.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at https://www.skyways-
air.in/Whistle-Blower-Policy.pdf

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY

Areas of CSR Expenditure & CSR Policy:

During the financial year, the company allocated funds towards its CSR initiatives aimed at fostering sustainable and
impactful community development. The CSR expenditure primarily focused on the following areas:

1. Education and Skill Development: Supporting initiatives that provide quality education, skill development, and
vocational training to underprivileged communities.

2. Healthcare and Sanitation: Investing in health camps, awareness programs, and sanitation facilities to improve public
health, especially in rural areas.

3. Environmental Sustainability: Activities aimed at environmental conservation, including tree plantation drives, waste
management, and promoting renewable energy sources.

4. Community Development: Supporting various community projects that promote economic development, women''s
empowerment, and child welfare.

CSR Policy

The CSR policy of the company aligns with its commitment to contribute positively to society. Key highlights of the
policy include:

1. Alignment with Schedule VII of the Companies Act, 2013: The CSR activities are designed in compliance with the
areas specified in Schedule VII of the Companies Act, 2013.

2. Focus on Long-term Impact: The company prioritizes initiatives that create sustainable, long-term benefits for the
communities.

3. Stakeholder Engagement: CSR programs are designed with active involvement of local communities and stakeholders
to ensure relevance and impact.

4. Transparency and Accountability: A structured monitoring process ensures that CSR activities are effectively
implemented, and periodic reviews and audits maintain transparency.

The company remains committed to its social responsibilities and strives to make a meaningful difference through its
CSR initiatives.

Amount of CSR Spending:

During the Financial Year 2024-25, your Company was required to spend Rs 81.29 Lacs from the Mandatory @ 2% of
Average Net Profits of last 3 Financial Years towards CSR Activities in terms of the mandatory provisions of Section 135
of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, while the actual
CSR spending for the year was Rs. 83 Lacs. Thus, the mandatory amount for the Financial Year 2024-25 has been fully
spent by the Company.

The annual report on CSR including a brief outline of the CSR Policy and the activities undertaken during the year under
review is enclosed as Annexure-3 to this Report. The CSR policy and CSR projects approved by the Board are enclosed
as Annexure 3(i) and Annexure 3(ii) which may also accessed at https://www.skyways-air.in/Corporate-Social-
Responsibility-Policy.pdf .

AUDITORS'' AND THEIR REPORTS
STATUTORY AUDITORS

Statutory Auditors M/s Bhagi Bhardwaj Gaur & Co, Chartered Accountants (Firm Reg No. 007895N), are the Statutory
Auditors of the Company. The Members of the Company had at their 39^th AGM held on 30 September 2023 granted
their approval for appointment of M/s Bhagi Bhardwaj Gaur & Co. for a One term of five consecutive years commencing
from the conclusion of the 39^th AGM up to the conclusion of the 44^th AGM of the Company to be held in the year 2028
on such remuneration as may be decided by the Board of Directors.

AUDITORS'' REPORT

The observations of Auditors in their Report, read with the relevant notes to accounts are self-explanatory. There are
no qualifications, observations or adverse remarks which require comments of Board of Directors and require further
explanations.

COST AUDITORS

For the financial year 2024-25, the provisions of Cost Audit and maintenance of cost records as specified by the Central
Government under Section 148 of the Act read with the Rules framed thereunder, are not applicable to the Company
and hence such accounts and records are not required to be maintained by the Company during the financial year under
review.

INTERNAL AUDITORS

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the
objective of providing to the Board, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the Company''s processes. M/s AEPN and Associates was appointed as Internal Auditor of the
Company for the financial year 2024-25.

The Internal Auditor reports directly to the Chairman of the Company. The Internal Audit function develops an audit
plan for the Company, which inter-alia, covers core business operations as well as support functions and is reviewed
and approved by the Board on an annual basis. The internal audit approach verifies compliance with the operational and
system related procedures and controls.

Significant audit observations are presented to the Board, together with the status of the management actions and the
progress of the implementation of the recommendations on a regular basis.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had
appointed (MSTR & Associate) Company Secretaries to undertake the Secretarial Audit of the Company for the financial
Year ended March 31, 2025. The secretarial Report has been annexed as ''Annexure - 4'' to the Directors'' Report

FRAUD REPORTED BY THE AUDITOR UNDER SUB SECTION (12) OF SEC 143 OF COMPANIES ACT.

Save and except related to Phantom Road Express Private Limited, one of the wholly owned subsidiary company,
reported amounting to Rs. 2.65 crores by collusion of a vendor and an employee, there is no fraud reported by the
Auditor under sub section (12) of sec 143 of companies act during the financial year 2024-25.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the financial year under review.

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

As Company has not done any one-time settlement during the year under review hence no disclosure is required

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the
Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The Policy is available on the website at
https://www.skyways-air.in/Policy on Prevention of Sexual Harassment.pdf . The Company did not receive any
complain during the year 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

No significant or material orders were passed by the any Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors''
Responsibility Statement, the Board of Directors of the Company hereby state

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

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

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis.

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

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of
the Board of Directors issued by the Institute of Company Secretaries of India and approved by Central Government
under section 118(10) of the Companies Act, 2013.

DEPOSITORY SYSTEM:

Your Company''s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). The ISIN Number of your Company for both NSDL and CDSL is
INE0PX301025.

PARTICULARS OF EMPLOYEES:

Particulars are required to be given under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment & Remuneration of Key Managerial Personnel) Rules,2014 are not applicable.

ACKNOWLEDGEMENTS

Your directors would like to place on record their deep sense of gratitude to Shareholders and Stakeholders. The
Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment
and continued contribution to the Company.

By The Board of Directors

FOR SKYWAYS AIR SERVICES LIMITED

(FORMERLY KNOWN AS SKYWAYS AIR SERVICES PVT. LTD.)

Sd/-

YASHPAL SHARMA

Chairperson and Managing Director

DIN:00520359

Date- 08.09.2025
Place-New Delhi