Your Directors have the pleasure of presenting the 18th Annual Report of the Company together with the Audited Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2026.
In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the financial year from April 1, 2025 to March 31, 2026, in respect of the Company and its subsidiaries.
The Companys financial performance during the year ended March 31, 2026, as compared to the previous financial year, is summarized below:
( Rs.in Lakhs)
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Revenue from operations | 4,70,837.76 | 2,92,493.16 | 6,29,488.68 | 3,54,801.96 |
| Other Income | 2,821.73 | 2,858.71 | 3,639.70 | 3,295.71 |
| Total Income | 4,73,659.49 | 2,95,351.88 | 6,33,128.38 | 3,58,097.67 |
| Less: Total Expenses | 4,45,116.42 | 2,80,764.61 | 5,95,221.96 | 3,40,675.89 |
| Profit before tax | 28,543.07 | 14,587.27 | 37,906.42 | 17,421.78 |
| Less: Income Taxes | ||||
| Current | 7,211.00 | 3,618.00 | 9,610.52 | 4,296.71 |
| Deferred | 23.86 | (112.23) | 62.25 | (119.26) |
| Income Tax of earlier years w/off | 29.45 | (32.65) | 50.57 | (21.20) |
| Profit after Tax | 21,278.75 | 11,114.14 | 28,183.08 | 13,265.53 |
| Other comprehensive (expenses)/income for the year, net of tax | (598.00) | 96.39 | (942.78) | 27.52 |
| Total comprehensive income for the year | 20,680.75 | 11,210.53 | 27,240.30 | 13,293.05 |
| Earnings per equity share (face value of Rs. 10 each) | ||||
| - Basic (in Rs.) | 13.97 | 7.98 | 18.07 | 9.52 |
| - Diluted (in Rs.) | 13.96 | 7.91 | 18.06 | 9.44 |
The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
Highlights of the Companys financial performance for the year ended March 31, 2026, and March 31, 2025, are as under:
Value of sales and services for the Financial Year ended March 31, 2026, is Rs. 4,70,837.76 lakhs, and for Financial Year ended March 31, 2025, is Rs. 2,92,493.16 lakhs; EBITDA for the Financial Year ended March 31, 2026, is Rs. 35,103.57 lakhs, and for Financial Year ended March 31, 2025, is Rs. 19,498.23 lakhs; Net Profit for the Financial Year ended March 31, 2026 is Rs. 21,278.75 lakhs, and for the Financial Year ended March 31, 2025 is Rs. 11,114.14 lakhs.
Value of sales and services for the Financial Year ended March 31, 2026, is Rs. 6,29,488.68 lakhs, and for Financial Year ended March 31, 2025, is Rs. 3,54,801.96 lakhs;
EBITDA for the Financial Year ended March 31, 2026, is Rs. 47,074.45 lakhs, and for Financial Year ended March 31, 2025, is Rs. 22,932.74 lakhs;
Net Profit for the Financial Year ended March 31, 2026, is Rs. 28,183.08 lakhs, and for the Financial Year ended March 31, 2025, is Rs. 13,265.53 lakhs.
Sky Gold and Diamonds Limited continues to be engaged in the business of importers, exporters, manufacturers, buyers, sellers, dealers, distributors, wholesalers, assemblers, designers, cutters, polishers, and labor jobs in all kinds of gold and silver Jewellery.
The Company achieved a turnover of Rs. 6,29,488.68 lakhs during the year as compared to Rs. 3,54,801.96 lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 28,183.08 lakhs during the financial year as compared to Rs. 13,265.53 lakhs in the previous Financial Year.
Pursuant to the Special Resolution passed at the Extraordinary General Meeting held on May 21, 2025, the Board of Directors, through a resolution passed by circulation on July 30, 2025, approved the acquisition of 100% equity shares of M/s Speed Bangle Private Limited (Formerly known as Ganna N Gold Private Limited) by way of allotment of 60,95,074 equity shares of the Company having a face value of Rs. 10/- each at a price of Rs. 369/- per equity share (including a premium of Rs. 359/- per share), for consideration other than cash.
The Board, at its meeting held on June 26, 2025, has considered and approved the allotment of 20,700,000 equity shares of face value Rs. 10/- each, which includes 2,07,000 equity shares allotted pursuant to the conversion of 2,07,000 warrants allotted to February 26, 2024. Additionally, 18,63,000 equity shares of face value Rs. 10/- each were allotted under the bonus issue with respect to the reservation made on November 26, 2024, via postal ballot, for the warrant holders to exercise the option of conversion of warrants into equity shares.
The Nomination and Remuneration Committee of the Company, at its meeting held on November 13, 2025 and February 9, 2026, has considered and approved the grant of 12,690 and 13,230 stock options respectively at an exercise price of Rs. 10/- each to eligible employees of the Company under the "Sky Gold Limited - Employee Stock Option Plan 2024" ("SKY GOLD - ESOP 2024").
The Nomination and Remuneration Committee of the Company, at its meeting held on February 9, 2026, approved issue and allotment of 10,000 (Ten Thousand) fully paid-up equity shares of face value of Rs. 10/- each under Sky Gold Limited - Employee Stock Option Plan 2024 ("SKY GOLD - ESOP 2024") of the Company pursuant to exercise of Options by the eligible employee.
The Board, at its meeting held on June 24, 2025 had considered and approved the acquisition of 100% equity shares of Sky Souk Jewellery Trading L.L.C., Dubai, United Arab Emirates, comprising 50 equity shares of AED 1,000 each, thereby making it a Wholly Owned Subsidiary of the Company.
There was no change in the nature of the business of the Company, during the year under review.
The Company has not transferred any amount to General Reserve.
The Board of Directors has thought it prudent not to recommend any dividend for the financial year under review.
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends of a Company which remains unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there is no dividend which is required to be transferred to the IEPF by the Company during the financial year.
However, as on March 31, 2026, Rs.1,20,445/- is the balance in the unpaid dividend account.
No material changes and commitments are affecting the financial position of the Company that occurred between the end of the financial year to which these Financial Statements relate and the date of this Report.
Your Company achieved a major financial milestone in FY 2025-26 with a substantial upgrade in its credit rating. India Ratings & Research Private Limited revised the Companys rating from IND A/Stable/IND A2+ to IND A/Stable/IND A1, reflecting the remarkable progress in its business and financial profile.
The details of the credit ratings are provided in the Management Discussion and Analysis Report, forming part of this Annual Report.
During the period under review, the Company had the following subsidiaries: -
| Sr No. | Name of the Subsidiaries/ Joint Venture/ Associate Company | Relationship |
| 1 | Starmangalsutra Private Limited | Wholly-Owned Subsidiary |
| 2 | Sparkling Chains Private Limited | Wholly-Owned Subsidiary |
| 3 | Speed Bangle Private Limited (Formerly known as Ganna N Gold Private Limited) | Wholly-Owned Subsidiary |
| 4 | Sky Souk Jewellery Trading L.L.C | Wholly-Owned Subsidiary |
| 5 | Shri Rishabh Gold | Step-Down Subsidiary Subsidiary |
A statement providing details of performance and salient features of the financial statements of Subsidiary / Associate / Joint Venture companies, as per Section 129(3) of the Act, is provided as Annexure F (AOC-1) to the consolidated financial statement and therefore not repeated in this Report to avoid duplication.
Your Company did not have any Associate Company and Joint Venture and thus AOC-1 was not required to be annexed for that.
The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Companys website and can be accessed at www.skygold.co.in .
The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Companys website and can be accessed at https://skygold.co.in/wp-content/uploads/2026/06/Policy-for-Determining-Material-Subsidiaries.pdf .
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors and General Meetings, respectively.
During the financial year under review, the Statutory Auditor, Secretarial Auditor and Cost Auditor (where applicable) have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014 to the Audit Committee or the Board of Directors. Accordingly, no disclosure is required under Rule 13(4) of the said Rules.
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March 2026, the Board of Directors hereby confirms that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit/loss of the Company for that year;
(c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going concern basis;
(e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Your Company believes that effective leadership, robust policies, processes and systems and a rich legacy of values form the hallmark of our best corporate governance framework. The Board, in conjunction with the management, sets values of your Company and drives the Companys business with these principles. These ethics and values are reflected
in Companys culture, business practices, disclosure policies, and relationship with its stakeholders. These ethics and values are practiced by the Company, which is at par with good corporate conduct.
Pursuant to Regulation 34(3) of SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from the Secretariat Auditor of the Company towards compliance of the provisions of Corporate Governance forms an integral part of the Annual Report as Annexure E
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (the Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable
During the financial year under review, the Authorised Share Capital of the Company remained unchanged at Rs. 1,75,00,000/- (Rupees One Hundred Seventy-Five Crores only), divided into 17,50,000 (Seventeen Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.
Pursuant to the approval of the Board of Directors at its meeting held on January 16, 2024, and approval of the shareholders at the Extraordinary General Meeting held on February 08, 2024, and upon receipt of 75% of the balance amount from the warrant holder, the Board, through a resolution passed by circulation on June 26, 2025, allotted 20,70,000 equity shares of face value Rs. 10/- each, which includes 2,07,000 equity shares upon conversion of warrants and an additional 18,63,000 equity shares under the bonus issue in respect of the reservation made at the time of the bonus issue.
Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 1,48,76,88,100/- consisting of 14,87,68,810 equity shares of face value Rs. 10/- each, fully paid-up.
Pursuant to the approval of the Board of Directors at its meeting held on April 18, 2025, and approval of the shareholders at the Extraordinary General Meeting held on May 21, 2025, the Company allotted 60,95,074 equity shares of face value Rs. 10/- each at an issue price of Rs. 369/- per equity share (including a premium of Rs. 359/- per share), as consideration other than cash, towards the 100% acquisition of M/S Speed Bangle Private Limited (Formerly known as Ganna N Gold Private Limited). The allotment was approved through a circular resolution passed by the Board on July 30, 2025.
Pursuant to this allotment, the paid-up share capital of the Company increased to Rs. 1,54,86,38,840 consisting of 15,48,63,884 equity shares of face value Rs. 10/- each, fully paid-up.
Pursuant to the approval of the Nomination and Remuneration Committee of the Board of Directors at its meeting held on February 9, 2026, approved issue and allotment of 10,000 (Ten Thousand) fully paid-up equity shares of face value of Rs. 10/- each under Sky Gold Limited - Employee Stock Option Plan 2024 (SKY GOLD - ESOP 2024) of the Company pursuant to exercise of Options by the eligible employee.
Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 1,54,87,38,840, consisting of 15,48,73,884 equity shares of face value Rs. 10/- each, fully paid-up.
As on March 31, 2026, the issued, subscribed, and paid-up share capital of the Company stood at Rs. 1,54,87,38,840/- (Rupees One Hundred Fifty-Four Crores Eighty-Seven Lakhs Thirty-Eight Thousand Eight Hundred and Forty only), comprising 15,48,73,884 (Fifteen Crores Forty-Eight Lakhs Seventy-Three Thousand Eight Hundred and Eight Four only) equity shares of Rs. 10/- each.
The Company has neither issued shares with differential voting rights nor issued away equity shares.
However, the Nomination and Remuneration Committee of the Company, at its meeting held on November 13, 2025 and February 9, 2025, has approved the grant of 12,690 and 13,230 stock options respectively to eligible employees under the Sky Gold Limited - Employee Stock Option Plan 2024 (SKY GOLD - ESOP 2024).
Further, the Company has not bought back any of its securities during the year under review, and hence no information is required to be provided in this regard.
The Company has good opportunities for its growth and business expansion. These require sufficient resources including funds to be made available and to be allocated in the requirement, from time to time. It would be, therefore, prudent for the Company to raise the funds for its growth and business expansion, capital expenditure, and long-term working capital. This also helped the Company to take quick and effective action to capitalize on the opportunities, primarily those relating to growth and business expansion, as and when available. The proceeds raised through the preferential issue have been entirely allocated to the object for which they were raised and there have been no deviations from the planned use of funds.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy laying down the guiding principles and parameters to be considered while recommending or declaring dividends. The Policy, inter alia, sets out the circumstances under which shareholders may or may not expect dividends, the financial parameters and internal and external factors that may be considered while declaring dividends, the manner of utilization of retained earnings, and the parameters relating to different classes of shares, where applicable.
The Dividend Distribution Policy is available on the Companys website at:
https://skygold.co.in/wp-content/uploads/2026/06/02-DIVIDEND-DISTRIBUTION-POLICY.pdf
The Board shall review the Policy from time to time and may amend it, as considered necessary, in accordance with the applicable provisions of law.
Your Company has constituted an Audit Committee which performs the roles and functions as mandated under the Act, the SEBI Listing Regulations and such other matters as prescribed by the Board from time to time. The detailed terms of reference of the Audit Committee, attendance at its meetings and other details have been provided in the Corporate Governance Report. As on the date of this Report, the Audit Committee consists of two Independent Directors, Mr. Mangesh Chauhan, Mr. Loukik Tipnis and Mr. Dilip Gosar, is the Chairman of the Audit Committee.
M/s V J Shah & Co., Chartered Accountants (Firm Registration No. 109823W), having a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI), were re-appointed as the Statutory Auditors of the Company for a second term of five consecutive years, from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company.
Subsequent to the close of the financial year, M/s V J Shah & Co., Chartered Accountants, tendered their resignation as the Statutory Auditors of the Company with effect from 8th May 2026, due to their pre-occupation and other professional commitments. However, they had completed the statutory audit of the financial statements of the Company for the financial year ended 31st March 2026 and issued their Independent Auditors Report thereon.
Pursuant to the resignation of M/s V J Shah & Co., a casual vacancy arose in the office of the Statutory Auditors. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 9th May 2026, appointed M S K A & Associates LLP, Chartered Accountants (formerly known as M S K A & Associates), Firm Registration No. 105047W/101187, as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the erstwhile Statutory Auditors, subject to the approval of the shareholders.
The shareholders of the Company approved the appointment of M S K A & Associates LLP, Chartered Accountants (formerly known as M S K A & Associates), Firm Registration No. 105047W/101187, through Postal Ballot, the results of which were declared on 26th June 2026. Accordingly, M S K A & Associates LLP hold office as the Statutory Auditors of the Company until the conclusion of the ensuing 18th Annual General Meeting, in accordance with the provisions of Section 139(8) of the Companies Act, 2013.
Further, based on the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of M S K A & Associates LLP, Chartered Accountants (formerly known as M S K A & Associates), Firm Registration No. 105047W/101187 as the Statutory Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the ensuing 18th Annual General Meeting until the conclusion of the 23rd Annual General Meeting of the Company, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Company has received the written consent and a certificate from M S K A & Associates LLP confirming that their appointment, if made, shall be in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.
The notes on financial statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments or explanations. Further, the Auditors Report for the financial year under review does not contain any qualification, reservation, or adverse remark.
M/s. Shivang G Goyal & Associates, Company Secretaries (FCS No.: 11801, C.P. No.: 24679), was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the 17th AGM upto the conclusion of 22nd AGM to be held in the year 2030, for the audit period from financial year 2025-26 and till financial year 2029-30 held on September 27, 2025.
The Secretarial Audit Report and the Secretarial Compliance Report does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report in Form MR-3 for Financial Year 2025-26 is enclosed to this report. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.
Further, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit was also conducted for the Companys material unlisted subsidiaries, namely Starmangalsutra Private Limited and Sparkling Chains Private Limited, for the financial year 2025-26. The Secretarial Audit Reports in Form MR-3 of the said material unlisted subsidiaries form part of this Annual Report.
Mr. Shivang G Goyal has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.
Pursuant to Section 138 of the Act, read with the Companies (Accounts) Rules, 2014, the Company has appointed Ms. Aasna Shah, Chartered Accountant (Membership No.: 196446) as the Internal Auditors of the Company for the Financial Year 2025-26.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the managements comments.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
During the financial year, no frauds were reported by the Auditors under Section 143(12) of the Act.
The Company has instituted the Sky Gold Limited - Employee Stock Option Plan 2024 ("Sky Gold - ESOP 2024") with the objective of attracting, retaining, and motivating talented employees and to align their interests with those of the Company and its shareholders.
The Company has instituted the Sky Gold Limited - Employee Stock Option Plan 2024 ("Sky Gold - ESOP 2024") with the objective of attracting, retaining, and motivating talented employees and to align their interests with those of the Company and its shareholders.
The Sky Gold - ESOP 2024 was approved by the Board of Directors at its meeting held on June 20, 2024, and by the shareholders through a special resolution passed at the Extraordinary General Meeting held on 12th July, 2024.
The Scheme extends to the employees of the Company, its holding company, subsidiary company(ies), associate company(ies), and group company(ies), whether existing or future.
During the financial year 2025-26, the Nomination and Remuneration Committee, at its meeting held on November 13, 2025 and February 9, 2026, has approved the grant of 12,690 and 13,230 stock options respectively to eligible employees at an exercise price of Rs. 10/- each, in accordance with the terms of the Sky Gold - ESOP 2024 and the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the financial year 2025-26, the Nomination and Remuneration Committee, at its meeting held on February 9, 2026 approved issue and allotment of 10,000 (Ten Thousand) fully paid-up equity shares of face value of Rs. 10/- each under Sky Gold Limited - Employee Stock Option Plan 2024 ("SKY GOLD - ESOP 2024") of the Company pursuant to exercise of Options by the eligible employee.
The Scheme is administered and implemented in compliance with the applicable provisions of the Companies Act, 2013, the Companies (Share Capital and Debentures) Rules, 2014, and SEBI regulations.
A detailed disclosure pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, forms part of this Annual Report and is also available on the Companys website at www.skygold.co.in .
| Particulars pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 | |
| Options Granted; | 1,25,920 (One Lakh Twenty-Five Thousand Nine Hundred and Twenty) Options are granted by the Nomination and Remuneration Committee to eligible employees under the "SKY Gold - ESOP 2024". |
| Options Vested | 10,000 (Ten Thousand) options vested |
| Options Exercised | 10,000 (Ten Thousand) options exercised |
| The Total Number of Shares arising as a result of Exercise of Option; | 10,000 (Ten Thousand) Equity Shares (each stock option is convertible into one equity of Option; |
| Options Lapsed; | Nil |
| The Exercise Price; | Rs. 10/- |
| Variation of Terms of Options | Modification in the vesting schedule of stock options granted to the eligible employee, as approved by the Nomination and Remuneration Committee, with reference to the grant of stock options imitated on 3rd February 2025. |
| Money Realized by Exercise of Options; | Rs. 1,00,000/- (Indian Rupees One Lakh) |
| Total Number of Options in Force; | The maximum number of Options to be granted shall not exceed 10,000 (Ten Lakhs). |
| Employee-wise details of options granted to; | - NIP - 25,920 Options - key managerial personnel; One Employee - 1,00,000 Options - any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. - identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; |
The details of meetings of the Board of Directors, its Committees, and General Meetings along with attendance, are included in the Corporate Governance Report which forms an integral part of the Annual Report.
Pursuant to provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended ("PIT Regulations"), the Company has adopted the Insider Trading Code to regulate, monitor, and report trading by insiders. This Code is applicable to Promoters, all Directors, Designated Persons and Connected Persons and their immediate relatives, who are expected to have access to Unpublished Price Sensitive Information ("UPSI") relating to the Company.
The Company has also formulated a Code of Practices and Procedures for Fair Disclosure of UPSI in compliance with the PIT Regulations. The aforesaid Codes are available on the website of the Company at https://skygold.co.in/wp-content/uploads/2026/06/06-Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information.pdf .
During the financial year under review, the Company availed temporary unsecured loans from its Directors for meeting its business requirements. The said loans were accepted and repaid during the financial year in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
All Related Party Transactions entered into by Company during the Financial Year 2025-26 were on an arms length basis and in the ordinary course of business. There are no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company.
Prior approval of the Audit Committee and the Board of Directors of the Company was obtained for all the Related Party
Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable and thus not attached. The attention of Shareholders is also drawn to the disclosure of transactions with related parties as set out in Notes of Financial Statements, forming part of the Annual Report.
The Company has adopted policy on Related Party Transactions and can be accessed on the Companys website at https://skygold.co.in/wp-content/uploads/2026/08/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS.pdf Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.
In accordance with the requirements of Section 135 of the Act, the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://skygold.co.in/wp-content/uploads/2026/08/CSR-Policy.pdf . The report on Corporate Social responsibility as required under Section 135 of the Companies Act, 2013 part of the Annual Report as Annexure D.
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3)(A) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure A which forms part of this Report.
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March 2026 made under the provisions of Section 92(3) of the Act is available on the website of the company i.e. https://skygold.co.in/investor-relation/?tab=governance
Further, pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 company has also attached its Management Discussion and Analysis report for the financial year ended March 31, 2026, as Annexure B.
The Board of Directors at its meeting held on January 17, 2025 had constituted the Risk Management Committee. The details about the composition of the Risk Management Committee and the number of meetings held are given in the Corporate Governance Report. Further, Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Risk Management Policy.
The Company has in place mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision-making.
There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable SEBI circulars, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026, forms an integral part of this Annual Report and is annexed herewith.
The BRSR provides a comprehensive overview of the Companys performance on environmental, social and governance (ESG) parameters and reflects the Companys commitment towards sustainable and responsible business practices in line with the National Guidelines on Responsible Business Conduct (NGRBC) prescribed by the Ministry of Corporate Affairs.
The Company has formulated a comprehensive Whistle-Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at https://skygold.co.in/wp-content/uploads/2023/06/09-Whistle-Blower-Policy.pdf
Full particulars of loans, guarantees and Investments covered under Section 186 of the Companies Act 2013 provided during the financial year under review are disclosed under the respective Schedules/Notes in the Financial Statements.
DISCLOSURE OF INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company maintains an adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system is designated to provide reasonable assurance over reliability in financial reporting, ensure appropriate authorization of the transaction, safeguard the assets of the Company and prevent misuse/losses and legal compliance.
The internal control system includes well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken if required.
i. Change in Directorship & Key Managerial Personnel- Mr. Virupaksha Kolla (DIN: 11324602) was appointed as an Additional Non-Executive Independent Director by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, with effect from 1st October 2025.
His appointment has Non-Executive Independent Director was subsequently approved by the shareholders through a postal ballot on 13th November 2025.
Mr. Mangesh Chauhan resigned from the office of Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from September 27, 2025.
Subsequently, the Board of Directors, at its meeting held on September 27, 2025, approved the appointment of Mr. Siddharth Sipani as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from September 27, 2025, in compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.
There has been no change in the Company Secretary & Compliance Officer of the Company during the financial year under review.
As per Section 152 of the Act, unless the Articles provide otherwise, at least two-thirds of the total number of directors shall be liable to retire by rotation of which one-third shall retire at every annual general meeting.
In view of the above-mentioned provision, Mr. Mahendra Chamalal Chauhan (DIN: 02138084) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The board of directors recommended its re-appointment for the members approval.
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Shivang Goyal, Practicing Company Secretary, Mumbai has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report and is given as Annexure C.
During the Financial Year under review, the Company has received declarations from all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence as defined under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year.
All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Companys Code of Conduct for Directors and Employees for the Financial Year.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) towards the inclusion of their names in the data bank and they meet the requirements of the proficiency self-assessment test.
Your Company believes that the process of performance evaluation at the Board level is pivotal to Board Engagement and Effectiveness. The policy and criteria for Board Evaluation is duly approved by NRC. The Company has a policy for performance evaluation of the Board, Committees, and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation parameters are based on the execution of specific duties, quality, deliberation at the meeting, independence of judgment,
decision-making, the contribution of Directors at the meetings and the functioning of the Committees.
The Board of Directors has evaluated the performance of all Independent Directors, Non-Independent Directors, Committees, the Chairperson, and the Board, as a whole. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and businesses and bring specific competencies relevant to the Companys business and operations. The Board of Directors also appraised the performance of the Independent Directors, their fulfilment of independence criteria specified by the Act and SEBI Listing Regulations, and well as their independence from management.
The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://skygold.co.in/wp-content/uploads/2026/06/Nomination-and-Remuneration-Policy.pdf
The Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the constitution of the same is disclosed in the Corporate Governance Report which forms part of this Annual Report. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2026.
The Company has complied with the provisions of the Maternity Benefit Act, 1961, along with all applicable amendments and rules. It remains committed to providing a safe, inclusive, and supportive workplace for women employees.
All eligible women employees are extended statutory maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during such leave. The Company ensures there is no discrimination in recruitment or service conditions on the grounds of maternity, and has established appropriate HR policies and internal systems to uphold both the spirit and the letter of the law.
The Company has not issued any shares with differential rights as to dividend, voting or otherwise, and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
The Company has not issued any swap equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company presents below the gender composition of its workforce as on March 31, 2026:
Male Employees: 344 Female Employees: 33 Transgender Employees: 0
This disclosure reflects the Companys commitment to fostering an inclusive workplace culture and providing equal opportunities to all individuals, irrespective of gender.
The Company has not issued any equity shares under the Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
During the year under review, there were no instances of proceedings made or pending under the Insolvency and Bankruptcy Code, 2016.
During the year under review, there were no instances of one-time settlement with any Bank or Financial Institution.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedures to be followed and discloses to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for prevention of insider trading is available on the website of the Company at https://skygold.co.in/wp-content/uploads/2026/06/06-Code-of-Practices-and-Procedures-for-Fair-Disclosure-of-Unpublished-Price-Sensitive-Information.pdf
The Equity Shares of the Company is listed on BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investors@skygold.co.in.
Your Board takes this opportunity to thank the employees for their dedicated service and firm commitment to the goals and vision of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the suppliers, Members, regulatory authorities, distributors, bankers and all other business associates and from the neighbourhood communities. We look forward to continued support of all these partners in the future.
For and on behalf of the Board of Sky Gold and Diamonds Limited (Formerly known as Sky Gold Limited)
Mangesh Chauhan Managing Director DIN: 02138048
Date: 05/09/2026 Place: Navi Mumbai
Date: 05/09/2026 Place: Navi Mumbai
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