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Sky Gold & Diamonds Ltd Auditor Reports

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Oct 7, 2026|04:00:23 PM

Sky Gold & Diamonds Ltd Share Price Auditors Report

To the Members of SKY GOLD AND DIAMONDS LIMITED (FORMERLY KNOWN AS "SKY GOLD LIMITED"),

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Sky Gold And Diamonds Limited (Formerly Known As "Sky Gold Limited") ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2026 and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and Standalone Statement of changes in Equity for the year ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("IND AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Carrying value of investments in subsidiaries
Refer Note 7 to the standalone financial statements
Key audit matter How our audit addressed the key audit matter
As at the reporting date, the Company carries investments in equity shares of its subsidiary companies, which are carried at cost less any impairment in their value. During the year, the Company made significant fresh investments in its subsidiaries, including in an overseas subsidiary, and disposed of its investment in one subsidiary. In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence:
\u2022 We evaluated the design and implementation of the key controls that the Company has in relation to the recording of investments and to managements process for assessing the carrying value of investments in subsidiaries, and tested their operating effectiveness.
The investments in subsidiaries are carried at cost and are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
\u2022 We obtained an understanding of the additions to and disposals of investments made during the year and assessed whether these had been appropriately recognised, classified and accounted for in accordance with the applicable financial reporting framework.
The assessment of the carrying value of the investments in subsidiaries involves significant management judgement, including the identification of indicators of impairment, the determination of the recoverable amount of each investee, and the assumptions underlying the future cash flows, discount rates and growth rates where a recoverable amount is estimated. \u2022 For the investments made during the year, we traced the cost to the underlying subscription and purchase documentation, board approvals and bank remittance records, and verified the existence and ownership of the investments by reference to the share certificates, the register of members and, where applicable, the demat statements of the investees.
This judgement is more pronounced in respect of the investments made recently and the investment in the overseas subsidiary, which additionally carries regulatory and foreign-currency considerations. In view of the significance of the carrying amount of the investments in subsidiaries; the significant investment activity during the year and; the degree of management judgement involved in assessing their recoverability, we have identified this as a key audit matter. \u2022 In respect of the investment in the overseas subsidiary, we examined the related foreign-exchange remittances and the regulatory filings under the foreign exchange management and overseas investment regulations, and obtained the ownership records of the investee.
\u2022 For the investment disposed of during the year, we examined the disposal documentation, verified the consideration received, and assessed the resultant gain or loss and the appropriateness of the derecognition.
\u2022 We evaluated managements assessment of indicators of impairment of investments in subsidiaries with reference to the audited financial statements, net worth, operating results and business plans of the investees, and assessed whether the carrying amount of each investment was supported by the underlying net assets or recoverable amount.
\u2022 Where the recoverable amount was estimated by management with the assistance of an independent valuation expert engaged by it, we read the valuation report and assessed the reasonableness of the key assumptions underlying it, including the cash flow projections, discount rates and growth rates, and considered whether the resulting recoverable amount supported the carrying value of the investment.
\u2022 We assessed the adequacy and appropriateness of the presentation and disclosures relating to the investments in subsidiaries made in the financial statements in accordance with the applicable financial reporting framework.
Based on the procedures performed, we found managements assessment of the carrying value of the investments in subsidiaries, together with the related disclosures, to be reasonable and appropriate in the context of the financial statements taken as a whole.
1. Assets classified as held for sale
Refer Note 17 to the standalone financial statements
Key audit matter How our audit addressed the key audit matter
The Company had earlier acquired land for the construction of a large-scale manufacturing facility intended to expand its production capacity. During the year, following an internal review of its expansion strategy, the Company decided to monetise this land and to meet its future capacity requirements through leased manufacturing facilities instead, adopting a more asset-light model. Consequent to this decision, the Company has classified the land as an asset held for sale in accordance with Ind AS 105 \u2014 Non-current Assets Held for Sale and Discontinued Operations. In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence:
\u2022 We obtained an understanding of the Companys plan to monetise the land and of the basis on which management had concluded that the asset met the conditions for classification as held for sale under Ind AS 105.
\u2022 We examined the approvals of those charged with governance evidencing the Companys commitment to the plan of sale, the steps taken to locate a buyer, and the public announcement made by the Company in respect of its decision to monetise the land.
The classification of an asset as held for sale requires the asset to be available for immediate sale in its present condition and its sale to be highly probable, including that the Company is committed to a plan to sell the asset, that an active programme to locate a buyer has been initiated, and that the sale is expected to be completed within one year from the date of classification. The assessment of whether these conditions are met involves the exercise of management judgement, particularly in respect of the probability and expected timing of completion of the sale. An asset so classified is required to be measured at the lower of its carrying amount and fair value less costs to sell, and is no longer depreciated.
\u2022 We evaluated managements assessment that the sale is highly probable and is expected to be completed within the period contemplated by the standard, taking into account the Companys stated expectation of completing the sale within six months from the date of classification and the commitment of the promoter family to acquire the land in the event that a sale to a third party is not concluded within that period.
\u2022 We evaluated whether the asset had been measured at the lower of its carrying amount and fair value less costs to sell, and corroborated managements assessment that the fair value less costs to sell was not lower than the carrying amount of the asset, with reference to available evidence of the value of the land. We also considered, in evaluating the fair value less costs to sell, that the commitment of the promoter family to acquire the land is an arrangement with a related party, and assessed whether the measurement of the asset at its carrying amount continued to be appropriate.
Having regard to the significance of the amount involved, the fact that this is the first occasion on which the Company has classified an asset as held for sale, and the judgement involved in determining whether the conditions for such classification have been met, we have identified this as a key audit matter.
\u2022 We verified that the asset classified as held for sale had ceased to be depreciated with effect from the date of its classification.
\u2022 We assessed the adequacy and appropriateness of the presentation of the asset as a separate line item and of the related disclosures made in the financial statements in accordance with Ind AS 105.
Based on the procedures performed, we found the classification, measurement and presentation of the asset held for sale, together with the related disclosures, to be reasonable and appropriate in the context of the financial statements taken as a whole.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes of equity of the company in accordance with the accounting principles generally accepted in India, including the Indian accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the IND AS standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the IND AS standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the IND AS Standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

1. The Company does not have any pending litigations, which would impact its financial position; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. (i). The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall: directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (ii). The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (Funding Parties), with the understanding, whether recorded in writing or otherwise, that the Company shall: directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (iii). Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under sub clauses (i) and (ii) above, contain any material misstatement.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Emphasis of Matter

We draw attention to Note 2.4(A) to the accompanying standalone financial statements, which describes the change in the method of depreciation from Written Down Value (WDV) to Straight Line Method (SLM) with effect from April 1, 2025. This change has been accounted for as a revision in accounting estimate in accordance with Indian Accounting Standard (Ind AS) 8 - Accounting Policies, Changes in Accounting Estimates and Errors. The effects of this change, including the prospective adjustment of depreciation expenses, have been disclosed in the said note.

As disclosed in the said note, consequent to above change, the depreciation expense (computed under the SLM method) for the year ended March 31, 2026 is lower and the profit before tax correspondingly higher by 385.61 Lakhs, than what would have been recognized had the erstwhile WDV method been continued.

Our opinion on the financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor report) Order, 2020 ("The Order") Issued by the Central Government of India in terms of Section 143(11) of the Act, we give the "Annexure - A" statement on the matter specified in paragraph 3 & 4 of the order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion proper books of account as required by law have been kept by the company so far as it appears from our examination of those books; except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Cash Flow Statement and Standalone Statement of changes in equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 31st March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.

f. The modification relating to the maintenance of accounts and other matters connected therewith in relation to audit trial are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

g. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

h. In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act.

i. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations, which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (i). The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

iv. (i). The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; (ii). The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall:

directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(iii). Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under sub clauses (i) and (ii) above, contain any material misstatement.

v. Since the Company has not declared or paid any dividend during the year, the question of commenting on whether dividend declared or paid in accordance with the section 123 of the Companies Act, 2013 does not arise.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording an audit trail (edit log) for transactions recorded in the software, and such features were enabled and operated throughout the year for the relevant transactions. However, the said audit trail facility does not capture the detailed versions of changes made to individual entries in the accounting records.

Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with, and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

UDIN: 26152425YKLGHO5459

For V J SHAH & CO

Chartered Accountants

Firm Registration No.: 109823W

UDIN: 26152425YKLGHO5459

For V J SHAH & CO

Chartered Accountants

Firm Registration No.: 109823W

UDIN: 26152425YKLGHO5459

For V J SHAH & CO

Chartered Accountants

Firm Registration No.: 109823W

NIRAV M MALDE

(PARTNER)

Membership No. 152425

1. a. A. The company has maintained proper records showing full particulars, including quantitative details and situations of Property, Plant and Equipment. B. The company has maintained proper records showing full particulars of Intangible Assets. b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain property, plants and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company. d. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant & Equipment (including Right of Use assets) and Intangible Assets during the year. e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings are initiated or are pending against the Company for holding any beami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. ii. In respect of Inventories: a. As explained to us, the inventory has been physically verified by the management at regular intervals during the year. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account. b. According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year, the Company has been sanctioned working capital limits in excess of Rs.5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are in agreement with the books of account other than those as set out in Note No 51 to the Financial Statements. iii. According to the information and explanations given to us and on the basis of our examination of the records, the Company has made investments in companies, provided guarantee or security to subsidiaries and granted unsecured loans to other parties (employees), in respect of which the requisite information is as below: The Company has not made any investments or granted any unsecured loans to firms or limited liability partnerships during the year. The Company has not provided any secured loans or secured advances in the nature of loans to companies, firms or limited liability partnerships or any other parties during the year. The Company has not granted any unsecured advances in the nature of loans to companies, firms or limited liability partnerships during the year. a. According to the information and explanations given to us and on the basis of examination of books and record by us, the Company has provided loans and guarantee (in respect of loans) during the year and details of which are given below:

(Amounts - Rs. In Lacs)

Particulars Guarantees Loans
Aggregate amount during the year
- Subsidiaries 14,800 -
- Others (employees) - 61.11
Balance outstanding as at balance sheet date
- Subsidiaries 14,800 -
- Others (employees) - 87.91

b. According to the information and explanations given to us and on the basis of examination of books and record by us, in our opinion the investments made, guarantees provided, security given and the terms and conditions of the grant of loans, as referred to in (a) above, are not prima facie prejudicial to the interest of the company.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of unsecured loans given to employees, the repayment of principal and payment of interest has not been stipulated. We are therefore, unable to make specific comments on the regularity of repayment of principal and payment of interest.

d. According to the information and explanations given to us and on the basis of examination of books and record by us, there is no overdue amount for more than ninety days in respect of unsecured loans given.

e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan granted which has fallen due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties.

f. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for loan given to employees.

iv. According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments and guarantees, as applicable. Further, the Company has not entered into any transaction covered under Section 185 of the Act.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable to the Company.

vi. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the products manufactured by it (and/or services provided by it). Accordingly, clause 3(vi) of the Order is not applicable.

vii. In respect of Statutory Dues:

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have generally been regularly deposited by the Company with the appropriate authorities except some delays in payment of Advance Income Tax and TDS.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in arrears as at 31 March 2026 for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute.

1. According to the information and explanations given to us and on the basis of our examination of records of the Company, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961. Accordingly, the requirement to report on clause 3(viii) of the order is not applicable to the company.

x. (a). According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year. (b). According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a willful defaulter by any bank or financial institution or government or authority. (c). In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis for the purposes for which they were obtained. (d). According to information and explanations given to us and on an overall examination of the financial statements of the Company, no funds raised on short-term basis have, prima facie, been used during the year for long term purposes by the Company. (e). According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. Further the Company does not hold any investment in any associate or joint venture (as defined under the Act) during the year ended 31 March 2026. Accordingly, clause 3(ix)(e) of the order is not applicable. (f). According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as defined under the Companies Act, 2013. Further the Company does not hold any investment in any associate or joint venture (as defined under the Act) during the year ended 31 March 2026. Accordingly, clause 3(ix)(f) of the Order is not applicable.

x. (a). According to the information and explanations given to us and based on our examination of the records of the Company, has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, no reporting under clause 3(x)(a) of the Order is required. (b). With respect to funds raised by way of preferential allotment/private placement of shares, the provisions of Section 42 and 62 of Companies Act, 2013 have been complied with and the funds have been utilised for the purpose for which they were raised and no material deviations have been noted in the deployment of these funds.

xi. (a). Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b). According to the information and explanations given to us, no report under section 143(12) of the Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report. (c). According to the information and explanations given to us, there were no whistle-blower complaints received by the Company during the year and up to the date of this report.

xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xii. (a). Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business. (b). We have considered the internal audit reports for the year under audit, issued to the company and till date, in determining the nature, timing and extent of our audit procedure. xvi. (a). According to information and explanation given to us and on the basis of books of accounts examined by us, the company has not entered into non-cash transactions with any of its directors or directors of its holding company, subsidiary company or persons connected with such directors. Accordingly, reporting under clause 3(xv) of the order is not applicable. xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b), (c) and (d) of the Order is not applicable. xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year. xviii. There has been no resignation by the statutory auditors of the Company during the year. Accordingly, reporting under clause 3(xviii) of the order is not applicable. xix. On the basis of the financial ratios (as disclosed in financials), ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give guarantee nor any assurance that all liabilities falling due within the period of one year from the balance sheet date, will get discharged by the company as and when they fall due. xx. The Company has fully spent (including excess spending of earlier years) the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of Sub-section (5) and (6) of Section 135 of the said Act. Accordingly, reporting under clause (xx) of the Order is not applicable for the year. xxi. The reporting under clause 3(xvi) of the Order is not applicable in respect of audit of standalone financial statements of the Company. Accordingly, no comment has been included in respect of said clause under this report.

Place: Mumbai Date: 27th May, 2026

Annexure " B " Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( " the Act " ).

Opinion

We have audited the internal financial controls over financial reporting of Sky Gold and Diamonds Limited (Formerly Known As "Sky Gold Limited") ("the Company") as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

UDIN:26152425YKLGOH5459 For V J SHAH & CO Chartered Accountants Firm Registration No.: 109823W

Place: Mumbai Date: 27th May, 2026

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