SKYWAYS AIR SERVICES LIMITED [CIN: U74899DL1984PLC019666]

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

To,

The Members of

Skyways Air Services Limited

(Formerly known as Skyways Air Services Private Limited)

RZ 128-129A, Mahipalpur Extension,

NH-8, New Delhi -110037

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

d) STAKEHOLDERS RELATIONSHIP 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 subsection (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.

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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;

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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