Skyline Millars Ltd — Proxy Solicitation & Information Statement 2025

Aug 25, 2025

25tt'AugUst,2025

To, The Manager - Listing Department The BSE Limited PhirozeJeejeebhoy Towers Dalal Streel Mumbai - 400 ⁰⁰¹

Reference: - Skyline Millars Limited BSE Code - ⁵⁰⁵⁶⁵⁰

Dear Sir(s),

Pursuant to Regulation 42 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members ind Share Transfer Books of the Company will remain closed from Thursday, the L8th September, 2025 to Wednesday, thi Z+in September, 2025 (both days inclusive) for the purpose of 105tt Annual General Meeting of the Company.

The 105ft Arurual G"l:ld Meeting of the Company will be held on Wednesday, 24th September, 2025, at 03.00 p.m through Video Confeiencing ("yC,,)/ Other Audio Visual Means ('OAVM") organized by the Company.

Kindly take the same on record and acknowledge the receipt.

Thanking you,

Yours faithfullp

For Skyline Millars

vk\$ry

Harshal Phatak cFo

SKYLINE MILLARS LIMITED

NOTICE is hereby given that the Hundred and Fifth Annual General Meeting of Skyline Millars Limited will be held on Wednesday, 24th September, 2025, at 03.00 p.m. through Video Conferencing ("VC") / Other Audio/Visual Means ("OAVM") organized by the Company, to transact the following business. The venue of the meeting shall be deemed to be the Registered Office of the Company.

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ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2025 together with the Reports of the Board of Directors and the Auditors thereon.
• 1. To appoint a Director in place of Mr. Ashok Patel (DIN: 00165858), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To appoint M/s. P. Mehta & Associates, Practicing Company Secretaries, as Secretarial Auditor and to fix their remuneration

To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], M/s. P Mehta & Associates, Proprietor - Mr. Prashant S. Mehta, Practicing Company Secretaries (Firm Registration No. S2018MH634500), be and is hereby appointed as Secretarial Auditors of the Company for a term of five (5) consecutive financial years, commencing from 1st April, 2025 till 31st March, 2030, at such remuneration (plus applicable taxes and out-ofpocket expenses at actuals) and on such terms and conditions as may be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to modify and/or revise the terms and conditions of the said appointment, including the remuneration of M/s. P Mehta & Associates, as it may deem appropriate, and to do all such acts, deeds, matters and things as may be necessary, proper, or expedient to give effect to this resolution."

By order of the Board of Directors Skyline Millars Limited

Maulik Dave Whole Time Director DIN: 01448536

Mumbai, 08th May, 2025. Registered Office:

Churchgate House, 4th Floor, 32-34,Veer Nariman Road, Fort, Mumbai – 400 001.

NOTES:

• 1. The Ministry of Corporate Affairs ("MCA") vide its Circular No. 09/2024 dated 19th September, 2024 read with Circular no. 14/2020 dated 8th April 2020, 17/2020 dated 13th April 2020, 20/2020 dated 5th May 2020 (collectively referred to as MCA Circulars) and Securities and Exchange Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October, 2024 read with Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020 (collectively referred to as "SEBI Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and aforesaid MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC / OAVM. The deemed venue of the AGM will be the Registered Office of the Company.
• 1. The Explanatory Statement pursuant to Section 102 of Companies Act, 2013 ("Act") setting out material facts relating to Special Business at Item No. 3 and the relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), of the person seeking re-appointment as Director under Item No. 2 of the Notice, is also annexed.
• 1. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip including Route Map are not annexed to this Notice.
• 1. Corporate members intending to send their authorised representatives to attend the AGM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy (in PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. authorising its representatives to attend the AGM through VC/OAVM facility and participate thereat and cast their votes through e-voting, by e-mail to acs.pmehta@gmail.com with a copy marked to the Company at harshal@millars.in and to its RTA at manohar.shirwadkar@in.mpms.mufg.com.
• 1. The Register of Members and Share Transfer Register shall remain closed from Thursday, the 18th September, 2025 to Wednesday the 24th September, 2025 (both days inclusive).
• 1. During the Financial Year 2024-25, there were no unclaimed/unpaid dividend(s) which were required to be transferred to the Investor Education and Protection Fund ('IEPF') in terms of the provisions of Sections 124 and 125 of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time ('IEPF Rules').
• 1. The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the AGM. The Company may close the window for joining the VC/OAVM facility 15 minutes after the scheduled time of start of the AGM. The facility of participation at the AGM through VC/OAVM will be made available for 1,000 Members on first come first served basis.

The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone / mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR Code, IFSC Code, etc.:

2. i. For shares held in electronic form: to their Depository Participants (DPs); and

3. ii. For shares held in physical form: to the Company/ Registrar and Transfer Agent in prescribed Form ISR-1 and other forms pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/SECFATF/P/CIR/2023/169 dated 12 October 2023. To mitigate unintended challenges on account of freezing of folios, SEBI vide its Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated 17 November 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and Nomination details.
4. 1. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25 January 2022, as amended, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at www.skylinemillarsltd.com. It may be noted that any service request can be processed only after the folio is KYC Compliant.
5. 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Accordingly, members holding shares in electronic form are requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company. Members may please note that SEBI has also made it mandatory for submission of PAN in the following cases, viz. (i) Deletion of name of the deceased shareholder(s) (ii) Transmission of shares to the legal heir(s) and (iii) Transposition of shares.
6. 1. SEBI vide its Notification dated 24 January 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In In view of this and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members holding shares in physical form are urged for converting their holding to demat form. Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
7. 1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.
8. 1. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14, as the case may be. The said forms can be downloaded from the Company's website www.skylinemillarsltd.com. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to RTA in case the shares are held in physical form.

Members are therefore requested to dematerialize their physical holdings. For any clarification, assistance or information relating to dematerialization of Company's shares, please contact the Company's RTA.

14. Process for dispatch of Annual Report and registration of email id for obtaining copy of Annual Report

In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company's website at www.skylinemillarsltd.com and websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

In compliance with SEBI Listing Regulations, a letter containing the web-link, including the exact path, where complete details of the Annual Report 2024-25 including notice of AGM is available is being dispatched to those shareholder(s) who have not registered their email address(es) either with the Company or with any Depository or MUFG Intime India Private Limited, Registrar & Share Transfer Agent (RTA) of the Company.

The Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive all the communication electronically from the Company, can get their email address registered by following the steps mentioned in Note no. 08.

Members seeking any information with regard to any matter to be placed at the AGM, are requested to write to the Company through an email on harshal@millars.in.

15. Procedure for joining the 105th AGM through VC / OAVM

MUFG Intime will be providing facility for voting through remote e-Voting, for participation in the 105th AGM through VC/OAVM facility and e-Voting during the 105th AGM.

Login method for shareholders to attend the General Meeting through InstaMeet:

• a) Visit URL: https://instameet.in.mpms.mufg.com & click on "Login".
• b) Select the "Company Name" and register with your following details:
• c) Select Check Box Demat Account No. / Folio No. / PAN
• Shareholders holding shares in NSDL/ CDSL demat account shall select check box Demat Account No. and enter the 16-digit demat account number.
• Shareholders holding shares in physical form shall select check box Folio No. and enter the Folio Number registered with the company.
• Shareholders shall select check box PAN and enter 10-digit Permanent Account Number (PAN). Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided by MUFG Intime, if applicable.
• Mobile No: Mobile No. as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
• Email ID: Email Id as updated with DP is displayed automatically. Shareholders who have not updated their Mobile No with the DP shall enter the mobile no.
• d) Click "Go to Meeting"

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

• a) Shareholders who would like to speak during the meeting must register their request with the company.
• b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.

• c) Shareholders will receive "speaking serial number" once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
• d) Other shareholder who has not registered as "Speaker Shareholder" may still ask questions to the panellist via active chat-board during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

• a) On the Shareholders VC page, click on the link for e-Voting "Cast your vote"
• b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET
• c) Click on 'Submit'.
• d) After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.
• e) Cast your vote by selecting appropriate option i.e. "Favour/Against" as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour/Against'.
• f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on "Save". A confirmation box will be displayed. If you wish to confirm your vote, click on "Confirm", else to change your vote, click on "Back" and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at instameet@ in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

16. Procedure to raise questions / seek clarifications with respect to Annual Report at the ensuing 105th AGM:

Members are encouraged to express their views /send their queries in advance mentioning their name demat account number / folio number, email id, mobile number at harshal@millars.in. Questions / queries received by the Company till 5.00 p.m. on 19th September, 2025 shall only be considered and responded during the AGM.

The Company reserves the right to restrict the number of questions and number of speakers, depending on the availability of time for the AGM.

17. Procedure for remote e-Voting and e-Voting during the AGM

All the shareholders of the Company including retail individual investors, institutional investors, etc. are encouraged to attend and vote in the AGM to be held through VC/OAVM.

In compliance with the provisions of Section 108 of the Act read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), members are provided with the following alternatives by which they may cast their votes:

The remote e-Voting platform will be provided by the Company's Registrar & Share Transfer Agents – MUFG Intime India Pvt. Ltd. (MUFG Intime) and the e-voting period will commence on Sunday, 21st September, 2025 at 9.00 a.m. and will end on Tuesday, 23rd September, 2025 at 5.00 p.m. The remote e-Voting module will be disabled by MUFG Intime for voting thereafter. Instructions and information relating to e-Voting are as follows:

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on "Beneficial Owner" icon under "IDeAS Login Section".
• b) Click on "Beneficial Owner" icon under "IDeAS Login Section".
• c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on "Access to e-Voting" under e-Voting services.
• d) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select "Register Online for IDeAS Portal" or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
• b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on "Submit".

105th 8 ANNUAL REPORT 2024-2025

SKYLINE MILLARS LIMITED

• c) Enter the last 4 digits of your bank account / generate 'OTP'
• d) Post successful registration, user will be provided with Login ID and password. Follow steps given above in points (a-d).

Shareholders/ Members can also download NSDL Mobile App 'NSDL Speede' facility by scanning the QR code mentioned below for seamless voting experience.

METHOD 2 - NSDL e-voting website

• a) Visit URL: https://www.evoting.nsdl.com
• b) Click on the "Login" tab available under 'Shareholder/Member' section.
• c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen.
• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
• e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 3 - NSDL OTP based login

• a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
• b) Enter your 8 character DP ID, 8 digit Client Id, PAN, Verification code and generate OTP.
• c) Enter the OTP received on your registered email ID/ mobile number and click on login.
• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services.
• e) Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders registered with CDSL Easi/ Easiest facility

METHOD 1 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com & click on New System Myeasi Tab.
• b) Enter existing username, Password & click on "Login".
• c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of

e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web. cdslindia.com/myeasitoken/Registration/EasiestRegistration
• b) Proceed with updating the required fields for registration.
• c) Post successful registration, user will be provided username and password. Follow steps given above in points (a-c).

METHOD 2 - CDSL e-voting page

• a) Visit URL: https://www.cdslindia.com
• b) Go to e-voting tab.
• c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on "Submit".
• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
• e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

• a) Login to DP website
• b) After Successful login, user shall navigate through "e-voting" option.
• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
• d) Post successful authentication, click on "MUFG InTime" or "evoting link displayed alongside Company's Name" and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP to InstaVote

Shareholders registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in & click on "Login" under 'SHARE HOLDER' tab.
• b) Enter details as under:
• 1. User ID: Enter User ID
• 1. Password: Enter existing Password
• 1. Enter Image Verification (CAPTCHA) Code
• 1. Click "Submit".

(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions")

Shareholders not registered for INSTAVOTE facility:

e) Visit URL: https://instavote.linkintime.co.in & click on "Sign Up" under 'SHARE HOLDER' tab & register with details as under:

• 1) User ID: Enter User ID
• 2) PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
• 3) DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/ Company - in DD/MM/YYYY format)

SKYLINE MILLARS LIMITED

• 4) Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.
• l Shareholders holding shares in NSDL form, shall provide 'D' above
• i Shareholders holding shares in physical form but have not recorded 'C' and 'D', shall provide their Folio number in 'D' above
• 5) Set the password of your choice.

(The password should contain minimum 8 characters, at least one special Character (!#\$&*), at least one numeral, at least one alphabet and at least one capital letter).

• 6) Enter Image Verification (CAPTCHA) Code.
• 7) Click "Submit" (You have now registered on InstaVote).

Post successful registration, click on "Login" under 'SHARE HOLDER' tab & follow steps given above in points (a-b).

STEP 2: Steps to cast vote for Resolutions through InstaVote

• A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the "Notification for e-voting".
• B. Select 'View' icon. E-voting page will appear.
• C. Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).
• D. After selecting the desired option i.e. Favour / Against, click on 'Submit'.
• E. A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

NOTE: Shareholders may click on "Vote as per Proxy Advisor's Recommendation" option and view proxy advisor recommendations for each resolution before casting vote. "Vote as per Proxy Advisor's Recommendation" option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Guidelines for Institutional shareholders ("Custodian / Corporate Body/ Mutual Fund")

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

• A. Visit URL: https://instavote.linkintime.co.in
• B. Click on "Sign Up" under "Custodian / Corporate Body/ Mutual Fund"

• C. Fill up your entity details and submit the form.

• D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person's email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

• A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
• B. Click on "Investor Mapping" tab under the Menu Section
• C. Map the Investor with the following details:
• 1) 'Investor ID' Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
• 2) 'Investor's Name Enter Investor's Name as updated with DP.
• 3) 'Investor PAN' Enter your 10-digit PAN.
• 4) 'Power of Attorney' Attach Board resolution or Power of Attorney.

NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the "Report Section".

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
• b) Click on "Votes Entry" tab under the Menu section.
• c) Enter the "Event No." for which you want to cast vote.

Event No. can be viewed on the home page of InstaVote under "On-going Events".

• d) Enter "16-digit Demat Account No.".
• e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link). After selecting the desired option i.e. Favour / Against, click on 'Submit'.

105th ANNUAL REPORT 2024-2025 13

f) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
• b) After successful login, you will see "Notification for e-voting".
• c) Select "View" icon for "Company's Name / Event number".
• d) E-voting page will appear.
• e) Download sample vote file from "Download Sample Vote File" tab.
• f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under "Upload Vote File" option.
• g) Click on 'Submit'. 'Data uploaded successfully' message will be displayed.

(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding

securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending request at evoting@nsdl.co.in or call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in

• Click on "Login" under 'SHARE HOLDER' tab.
• Click "forgot password?"
• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
• Click on "SUBMIT".

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the "Forgot Password" option available on: https://instavote.linkintime.co.in

• Click on 'Login' under "Custodian / Corporate Body/ Mutual Fund" tab
• Click "forgot password?"
• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
• Click on "SUBMIT".

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#\$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular "Event".

18. General Guidelines for shareholders:

• a) Institutional shareholders / Corporate Members (i.e. other than individuals, HUF, NRI, etc.) are requested to send a scanned copy (PDF/ JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorised to vote, to the Scrutinizer at acs. pmehta@gmail.com with a copy marked to manohar.shirwadkar@in.mpms.mufg.com.
• b) Members who have cast their votes by remote e-Voting prior to the AGM may also attend/participate in the Meeting through VC/OAVM but they shall not be entitled to cast their vote again.

• c) The voting rights of members shall be in proportion to their shares of the paid-up equity share capital in the Company as on the cut-off date i.e. Wednesday, 17th September, 2025.

• d) Mr. Prashant S. Mehta, Proprietor, M/s. P. Mehta & Associates, Practicing Company Secretaries (Membership No. A5814, COP: 17341), has been appointed as the Scrutinizer for conducting voting process in a fair and transparent manner.

• e) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of electronic voting for all those members who are present at the AGM but have not cast their votes by availing the remote e-Voting facility.
• f) The Scrutinizer will submit his report to the Chairman/ Whole-time Director/ Company Secretary of the Company after completion of the scrutiny of the remote e-voting and e-voting at the AGM. The results will be announced by the Chairman/ Whole-time Director/ Company Secretary of the Company within 2 (two) working days from the conclusion of the AGM and will be posted on the Company's website viz. www.skylinemillarsltd.com. The results shall also be intimated to the Stock Exchange where the securities of the Company are listed.

19. Documents open for inspection:

• a) All the documents referred to in the accompanying notice and the statement pursuant to Section 102 (1) of the Companies Act, 2013 shall be available for inspection through electronic mode. Members are requested to write to the Company on harshal@millars.in for inspection of said documents; and
• b) The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members during the AGM at http://www.skylinemillarsltd.com

By order of the Board of Directors Skyline Millars Limited

Maulik Dave Whole Time Director DIN:01448536

Mumbai, 08th May, 2025. Registered Office: Churchgate House, 4th Floor, 32-34,Veer Nariman Road, Fort, Mumbai – 400 001.

SKYLINE MILLARS LIMITED

ANNEXURE TO ITEM 2 OF THE NOTICE

Details of Directors seeking re-appointment at the Forth coming Annual General Meeting [Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standards-2 on General Meetings]

Name of Director	Mr. Ashok Patel
Director Identification Number(DIN)	00165858
Date of birth and Age	06.09.1944
Nationality	Indian
Date of Appointment on Board	17/03/1972
Qualification	B. Sc degree from the University of Manchester Institute of Science & Technology, UK and a MBA from the Columbia University, USA
Capacity	Non-Executive Non-Independent Director
Experience and Expertise	More than 50 years of experience and expertise in International Business, Finance, Strategy, Technology and General Management
Number of Meeting of the Board attended during the year	4 out of 4
List of Directorships held in other Companies(excluding foreign, private and Section 8 Companies)*	2
Memberships / Chairmanships of Audit and Stakeholders' Relationship Committees across Public Companies	NIL
Terms and conditions of appointment/ re appointment	Appointment as a Non-Executive Non-Independent Director subject to retirement by rotation
Details of remuneration sought to be paid	Entitled to sitting fees for attending Meetings of the Board/ Committees as per the limits set out in the Act.
Details of last remuneration drawn	Kindly refer the section titled 'Report on Corporate Governance' of the 105th Annual Report of the Company accompanying this Notice.
Shareholding in Skyline Millars Limited	7,89,030
Relationship with other directors, manager and other Key Managerial Personnel of the Company.	NIL

* Based on disclosures received from Directors

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO THE SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 3

To appoint M/s. P. Mehta & Associates, Practicing Company Secretaries, as Secretarial Auditor and to fix their remuneration

Vide a notification dated December 12, 2024, SEBI has amended the provisions of SEBI Listing Regulations. As per the amended Regulations, listed Companies are now required to obtain shareholders' approval for the appointment of Secretarial Auditors, on the basis of recommendation of the Board of Directors of the Company. Further, it is required that the Secretarial Auditor being appointed shall be a peer reviewed Company Secretary and should not have incurred any disqualifications as specified by SEBI.

Based on the recommendation of the Audit Committee of Directors and after considering factors such as industry experience, independence and expertise, the Board of Directors of the Company has approved and recommended the appointment of M/s. P. Mehta & Associates, Proprietor - Mr. Prashant S. Mehta, Peer Reviewed Firm of Practising Company Secretaries (Membership No.: 5814, CP No.: 17341, PR: 2354/2022, Firm Registration No.: S2018MH634500), as Secretarial Auditors of the Company, for a term of five (5) consecutive financial years commencing from 1st April, 2025 till 31st March, 2030.

Mr. Prashant S. Mehta, Proprietor of M/s. P. Mehta & Associates, is a law graduate and a member of the ICSI since 1987. He has worked with large organisations like Premier Ltd., PAL-Peugeot Ltd., JSW Steel (formerly known as Jindal Iron and Steel Co. Ltd.) and Shoppers Stop Ltd. (as Group Legal Head and Company Secretary, till January 2017). He has rich experience in compliances & Secretarial Audits of listed as well as unlisted companies. He also has experience in handling Due Diligence, Intellectual Property Rights matters, preparing Share Purchase Agreement (SPAs)/ Shareholder Agreements (SHAs)/Investor Agreements and other legal documents, as well as advising on Risk Management measures, including various Company Law, SEBI, Foreign Exchange, Initial Public Offering (IPOs), Follow-on Public Offering (FPO), Mergers & Amalgamations matters, etc. He is also member of the Legal and Advocacy Committee of the Retailer Association of India (RAI).

Mr. Mehta has given his consent to act as Secretarial Auditor of the Company. In compliance with the amended SEBI Listing Regulations, the Company has also received a confirmation that the firm has subjected itself to the peer review process of ICSI. Further, Mr. Mehta has also confirmed that he is not disqualified from being appointed as a Secretarial Auditor under the provisions of the SEBI Listing Regulations.

The proposed remuneration to be paid to him for Secretarial Audit for the financial year ending March 31, 2026, is 1,00,000/- (Rupees One Lakh only) plus applicable taxes and out-of-pocket expenses.

The Board of Directors in consultation with the Audit Committee may determine, alter or vary the terms and conditions of appointment, including remuneration and payment for other certification and professional services, in such manner and to such extent as may be mutually agreed with the Secretarial Auditors.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

The Board recommends the resolution set out at Item No. 3 of the accompanying Notice for approval of the Members by way of an Ordinary Resolution.

By order of the Board of Directors Skyline Millars Limited

Maulik Dave Whole Time Director DIN:01448536

Mumbai, 08th May, 2025. Registered Office: Churchgate House, 4th Floor, 32-34,Veer Nariman Road, Fort, Mumbai – 400 001.