To The Members of, Sky Gold and Diamonds Limited (Formerly known as Sky Gold Limited)
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.
FINANCIAL RESULTS - OVERVIEW
The Company's 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.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Highlights of the Company's financial performance for the year ended March 31, 2026,
and March 31, 2025, are as under:
Standalone
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.
Consolidated
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.
The following Material and Important Changes occurred during the Financial Year
2025-26:
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.
TRANSFER TO RESERVES:
The Company has not transferred any amount to General Reserve.
DIVIDEND
The Board of Directors has thought it prudent not to recommend any dividend for the
financial year under review.
UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)
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.
DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR
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.
CREDIT RATING
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
Company's 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.
REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES
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
Company's 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 Company's website and can be accessed at
https://skygold.co.in/wp-content/uploads/2026/06/Policy-for-Determining-Material-Subsidiaries.pdf
.
SECRETARIAL STANDARDS
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.
DETAILS OF FRAUD REPORTED BY AUDITORS
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.
DIRECTORS' RESPONSIBILITY STATEMENT
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;
CORPORATE GOVERNANCE
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
Company's business with these principles. These ethics and values are reflected
in Company's 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
DEPOSITS
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
SHARE CAPITAL
1. AUTHORISED SHARE CAPITAL:
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.
2. INCREASE IN SHARE CAPITAL:
(a) Conversion of Equity Warrants into Equity Shares
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.
(b) Preferential Issue
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.
(c) Allotment of Equity Shares pursuant to Exercise of ESOP
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.
3. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AS ON MARCH 31, 2026
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.
STATEMENT OF DEVIATION
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.
DIVIDEND DISTRIBUTION POLICY
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 Company's 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.
AUDIT COMMITTEE & AUDITORS & AUDIT REPORT
Audit Committee:
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.
Statutory Auditors:
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 Auditor's Report are
self-explanatory and, therefore, do not call for any further comments or explanations.
Further, the Auditor's Report for the financial year under review does not contain any
qualification, reservation, or adverse remark.
Secretarial Auditor:
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 Company's 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.
Internal Auditors:
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 management's comments.
Maintenance of Cost Records:
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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OF THE ACT
During the financial year, no frauds were reported by the Auditors under Section
143(12) of the Act.
EMPLOYEE STOCK OPTION PLAN
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 Company's
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; |
MEETINGS OF THE BOARD AND COMMITTEES
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.
PROHIBITION OF INSIDER TRADING
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
.
LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES
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.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered into by Company during the Financial Year
2025-26 were on an arm's 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
Company's 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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
ANNUAL RETURN AND MANAGEMENT DISCUSSION & ANALYSIS 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.
RISK MANAGEMENT
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.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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 Company's performance on
environmental, social and governance (ESG) parameters and reflects the Company's
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.
VIGIL MECHANISM/WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
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
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
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.
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Board of Directors & Key Managerial Personnel
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.
ii. Appointment of Company Secretary & Compliance Officer
There has been no change in the Company Secretary & Compliance Officer of the
Company during the financial year under review.
iii. Retirement by Rotation
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
member's approval.
b. Certificate of Non-Disqualification (COND):
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.
c. Declarations by Independent Directors:
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 Company's 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.
PERFORMANCE EVALUATION
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 Company's 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.
REMUNERATION POLICY
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
DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:
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.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
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.
DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
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.
DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
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.
GENDER-WISE COMPOSITION OF EMPLOYEES
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 Company's commitment to fostering an inclusive workplace
culture and providing equal opportunities to all individuals, irrespective of gender.
DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
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.
CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC):
During the year under review, there were no instances of proceedings made or pending
under the Insolvency and Bankruptcy Code, 2016.
DIFFERENCE OF VALUATION AT THE TIME OF AVAILING LOAN VS. AT THE TIME OF O.T.S:
During the year under review, there were no instances of one-time settlement with any
Bank or Financial Institution.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
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
LISTING FEES
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.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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.
ACKNOWLEDGMENTS AND APPRECIATION
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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