To

The Members of,

Sky Gold and Diamonds Limited

(Formerly known as Sky Gold Limited)

Your Directors have the pleasure of presenting the 17th Annual Report of the Company together with the Audited Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2025.

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, 2024 to March 31, 2025, in respect of the Company and its subsidiaries.

FINANCIAL RESULTS – OVERVIEW

The Company's financial performance during the year ended March 31, 2025, as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate as amended from time to time.

Highlights of the Company's financial performance for the year ended March 31, 2025, and March 31, 2024, are as under: Standalone

Value of sales and services for the Financial Year ended March 31, 2025, is Rs. 2,92,493.16 lakhs, and for Financial Year ended March 31, 2024, is Rs. 1,74,548.42 lakhs;

EBITDA for the Financial Year ended March 31, 2025, is Rs. 14,587.27 lakhs, and for Financial Year ended March 31, 2024, is Rs. 5,408.83 lakhs;

Net Profit for the Financial Year ended March 31, 2025 is Rs. 11,114.14 lakhs, and for the Financial Year ended March 31, 2024, is Rs. 4,048.11 lakhs.

Consolidated

• Value of sales and services for the Financial Year ended March 31, 2025, is Rs. 3,54,801.96 lakhs, and for Financial Year ended March 31, 2024, is Rs. 1,74,548.42 lakhs;

• EBITDA for the Financial Year ended March 31, 2025, is Rs. 17,421.78 lakhs, and for Financial Year ended March 31, 2024, is Rs. 5,408.83 lakhs;

• Net Profit for the Financial Year ended March 31, 2025, is Rs. 13,265.53 lakhs, and for the Financial Year ended March 31, 2024, is Rs. 4,048.11 lakhs.

OPERATIONS & MATERIAL CHANGES:

Sky Gold and Diamonds Limited continues to be engaged in the business of importers, exporters, manufacturers, buyers, sellers, dealers, distributors, wholesalers, assembles, designers, cutters, polishers, and labor jobs in all kinds of gold and silver Jewellery.

The Company achieved a turnover of Rs. 3,54,801.96 lakhs during the year as compared to Rs. 1,74,548.42 Lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 11,114.14 Lakhs during the financial year as compared to Rs. 4,048.11 Lakhs in the previous Financial Year.

The following Material and Important Changes occurred during the Financial Year 2024-25: Increase in the Authorized Share Capital

The authorised share capital of the Company was increased from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) to Rs. 20,00,00,000/- (Rupees Twenty Crores only) by an Ordinary Resolution passed at the Extraordinary General Meeting held on July 12, 2024.

Further, the authorised share capital was again increased from Rs. 20,00,00,000/- (Rupees Twenty Crores only) to Rs. 1,75,00,00,000/- (Rupees One Hundred Seventy-Five Crores only) by an Ordinary Resolution passed through postal ballot on November 26, 2024.

Pursuant to the Special Resolution passed at the Extraordinary General Meeting held on July 12, 2024, the Board of Directors, through a resolution passed by circulation on September 5, 2024, approved the acquisition of 100% equity shares of M/s Starmangalsutra Private Limited and M/s Sparkling Chains Private Limited by way of allotment of 4,17,542 equity shares of the Company having a face value of Rs. 10/- each at a price of Rs. 1,197/- per equity share (including a premium of Rs. 1,187/- per share), for consideration other than cash.

Pursuant to the Special Resolution passed at the Extraordinary General Meeting held on July 12, 2024, the Board of Directors, at its meeting held on June 20, 2024, considered and approved the implementation of the ‘Sky Gold Limited - Employee Stock Option Plan 2024' (“SKY GOLD - ESOP 2024”) and its extension to the employees of the Holding Company, its Subsidiary Company(ies), Associate Company(ies), and Group Company(ies) (present and future).

Pursuant to the approval of the Management Committee of the Board of Directors of the Company, through a resolution passed at its meeting held on September 9, 2024, the Company has considered and approved an investment by way of subscription to the Rights Issue of M/s Starmangalsutra Private Limited and M/s Sparkling Chains Private Limited, wholly owned subsidiaries of the Company, representing 12,376 and 11,415 equity shares respectively, at a price of Rs. 13,140/- per equity share (including a premium of Rs. 13,130/- per equity share).

Pursuant to the approval of the Board of Directors of the Company at its meeting held on August 9, 2024, and the approval of the shareholders of the Company by way of a special resolution passed on September 2, 2024, the QIP

Committee of the Company, at its meeting held on October 17, 2024, has considered and approved the issue and allotment of 9,99,259 equity shares to eligible Qualified Institutional Buyers (QIBs) at an issue price of Rs. 2,702/- per equity share (including a premium of Rs. 2,692/- per equity share), which includes a discount of Rs. 141.22 per share, i.e., 4.96% of the floor price, as determined in terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the resolution passed by the members through postal ballot on November 26, 2024, and the approval of the Board at its meeting held on October 26, 2024, the Board has considered and approved the issuance of bonus equity shares in the proportion of 9:1, i.e., 9 (nine) new fully paid-up bonus equity shares of Rs. 10/- (Rupees Ten only) each for every 1 (one) existing fully paid-up equity share of Rs. 10/- (Rupees Ten only) each.

Further, the Board of Directors, through a resolution passed by circulation on December 17, 2024, has allotted 13,18,86,054 equity shares of Rs. 10/- each as fully paid-up bonus equity shares, in the proportion of 9:1, to the eligible members of the Company whose names appeared in the Register of Members / Register of Beneficial Owners as on December 16, 2024, the ‘Record Date' fixed for this purpose.

The Board, at its meeting held on January 17, 2025, has considered and approved the allotment of 1,58,750 equity shares of face value Rs. 10/- each, which includes 15,875 equity shares allotted pursuant to the conversion of 15,875 warrants allotted on December 7, 2023. Additionally, 1,42,875 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 February 3, 2025, has considered and approved the grant of 1,00,000 stock options 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”).

Pursuant to the approval of the Board at its meeting held on January 17, 2025, and the resolution passed by the shareholders through postal ballot on February 18, 2025, the Company has considered and approved the change in name of the Company from “Sky Gold Limited” to “Sky Gold and Diamonds Limited” and the consequential alteration to the Memorandum of Association (“MOA”) and Articles of Association (“AOA”) 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

Your 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, 2025, 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 financialmilestone in FY 2024 25 with a substantial upgrade in its credit rating. India Ratings major & Research Private Limited revised the Company's rating from IND BBB/Stable to reflectingthe remarkable IND A-/Stable, 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: -

*Note: As on 31st March, 2025, Sitaare Gold and Diamonds Limited was a wholly owned subsidiary of the Company However, the Board of Directors, at its meeting held on 18th April, 2025, proposed and approved the sale of the shareholding in the said 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 G (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 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/policies-and-code-of-conduct/

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board Directors' and ‘General Meetings', respectively.

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 2025, 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 as at 31st March 2025 and of the profit/loss of the Company for that year; sufficientcare was taken for the maintenance of adequate accounting records in accordance with the (c) properand 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 reportonCorporateGovernancealongwith Certificatefrom the Secretarial 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 Actis not applicable

1. AUTHORISED SHARE CAPITAL:

During the financial year, the authorised share capital of the Company increased from Rs. 15,00,00,000, divided into 1,50,00,000 equity shares of Rs. 10/- each, to Rs. 20,00,00,000, divided into 2,00,00,000 equity shares of Rs. 10/- each, pursuant to an Ordinary Resolution passed at the ExtraordinaryGeneral Meeting held on July 12, 2024.

Further, the authorised share capital was increased from Rs. 20,00,00,000 (Rupees Twenty Crores only) to Rs. 1,75,00,00,000 (Rupees One Hundred Seventy-Five Crores only), pursuant to an Ordinary Resolution passed through postal ballot on November 26, 2024.

2. INCREASE IN SHARE CAPITAL: (a) Preferential Issue

Pursuant to the approval of the Board of Directors at its meeting held on June 20, 2024, and approval of the shareholders at the Extraordinary General Meeting held on July 12, 2024, the Company allotted 4,17,542 equity shares of face value Rs. 10/- each at an issue price of Rs. 1,197/- per equity share (including a premium of Rs. 1,187/- per share), as consideration other than cash, towards the 100% acquisition of M/s Sparkling Chains Private Limited and M/s Starmangalsutra Private Limited. The allotment was approved through a circular resolution passed by the Board on September 5, 2024.Pursuant to this allotment, the paid-up share capital of the Company increased to Rs. 13,65,47,470, consisting of 1,36,54,747 equity shares of face value Rs. 10/- each, fully paid-up.

(b) Qualified Institutions Placement (QIP)

Pursuant to the approval of the Board of Directors at its meeting held on August 9, 2024, and the approval of the shareholders by way of a special resolution passed on September 2, 2024, the QIP Committee of the Company, at its meeting held on October 17, 2024, allotted 9,99,259 equity shares at an issue price of Rs. 2,702/- per equity share (including a premium of Rs. 2,692/- per equity share), which includes a discount of Rs. 141.22 per share, i.e., 4.96% of the floor price, as determined in terms of the Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2018.

Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 14,65,40,060, consisting of 1,46,54,006 equity shares of face value Rs. 10/-each, fully paid-up.

(c) Allotment of Bonus Shares

Pursuant to the approval of the Board of Directors at its meeting held on October 26, 2024, and approval of the shareholders through postal ballot on November 26, 2024, the Board, through a resolution passed by circulation of theCompany on December 17, 2024, allotted 13,18,86,054 equity shares of Rs. 10/- each as fully paid-up bonus shares, in the proportion of 9:1, to eligible members whose names appeared in the Register of Members / Register of Beneficial Owners as on December 16, 2024, the record date fixed for this urpose.

Pursuant to this allotment, the paid-up equity share capital of the Company increased to Rs. 1,46,54,00,600, consisting of 14,65,40,060 equity shares of face value Rs. 10/- each, fully paid-up.

(d) Conversion of Equity Warrants into Equity Shares

Pursuant to the approval of the Board of Directors at its meeting held on December 7, 2023, and approval of the shareholders at the Extraordinary General Meeting held on November 11, 2023, and upon receipt of 75% of the balance amount from the warrant holder, the Board, through a resolution passed by circulation on January 17, 2025, allotted 1,58,750 equity shares of face value Rs. 10/- each, which includes 15,875 equity shares upon conversion of warrants and an additional 1,42,875 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. 1,46,69,88,100, consisting of 14,66,98,810 equity shares of face value Rs. 10/- each, fully paid-up.

3. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AS ON MARCH 31, 2025

As on March 31, 2025, the issued, subscribed, and paid-up share capital of the Company stood at Rs. 1,46,69,88,100 (Rupees One Hundred Forty-Six Crores Sixty-Nine Lakhs Eighty-Eight Thousand One Hundred only), comprising 14,66,98,810 (Fourteen Crores Sixty-Six Lakhs Ninety-Eight Thousand Eight Hundred Ten only) equity shares of Rs. 10/- each.

The Company has neither issued shares with differential voting rights nor issued any sweat equity shares. However, the Nomination and Remuneration Committee of the Company, at its meeting held on February 3, 2025, has approved the grant of 1,00,000 stock options 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.

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), New Delhi, were appointed as the Statutory Auditors of the Company for a term of five years from the conclusion of the Extraordinary General Meeting held on March 21, 2020, until the conclusion of the Annual General Meeting to be held in the financial year 2025.

In terms of the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s V J Shah & CO, Chartered Accountants, are eligible for re-appointment for a further term of five consecutive years.

The Company has received the consent letter, a certificate of Peer Review Board of ICAI from M/s V J Shah & CO, confirming their eligibility to be re-appointed in accordance with Sections 139, 141, and other applicable provisions of the Companies Act, 2013, the rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 27th May 2025 has approved and recommended the re-appointment of M/s V J Shah & CO, Chartered Accountants (FRN: 109823W), as the Statutory Auditors of the Company for a further period of five consecutive years, i.e., from the conclusion of the 17th Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company, subject to approval of the shareholders at the ensuing 17th Annual General Meeting.

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:

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 1st September, 2025, based on the recommendation of the Audit Committee and subject to approval of the Members at the 17th AGM, approved the appointment of M/s. Shivang G Goyal & Associates, Company Secretaries (FCS No.: 11801, C.P. No.: 24679) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years commencing from the conclusion of ensuing 17th AGM upto the conclusion of 22nd AGM of the Company to be held in the year 2030, for the audit period from financial year 2025-26 and till financial year 2029-30. The aforesaid appointment has been recommended based on evaluation of various factors such as M/s. Shivang G Goyal & Associates's independence, industry experience, skills, expertise and quality of audit and based on the fulfillment of the eligibility criteria and qualifications prescribed under the Act and SEBI Listing Regulations. The Company has received requisite consent and certificate of eligibility from M/s. Shivang G Goyal & Associates confirming that they are not disqualified from being appointed as the Secretarial Auditor of the Company and They satisfies the prescribed eligibility criteria. Accordingly, the matter relating to the appointment of M/s. Shivang G Goyal & Associates as Secretarial Auditor forms part of the Notice of the 17th AGM. 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 FY25 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.

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 2024-25. 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 Sky Gold - ESOP 2024 was approved by the Board of Directors at its meeting held on 20th June, 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 2024 25, the Nomination and Remuneration Committee, at its meeting held on 3rd February, 2025, granted 1,00,000 stock options 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.

The Scheme is administered and implemented in compliance with the applicable provisions of the Companies Act, 2013, peerreviewcertificateissuedby the 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

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/policies-and-code-of-conduct/.

LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES

During the financial year under review, the Company has not borrowed any amount(s) from Directors.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered into by Company during the Financial Year 2024-25 were on an arm's length basis and in the ordinary courseofbusiness.TherearenomaterialsignificantRelated 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/policies-and-code-of-conduct/. 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/policies-and-code-of-conduct/. 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 2025 made under the provisions of Section 92(3) of the Act is available on the website of the company i.e, www.skygold.co.in 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, 2025, 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

In accordance with Regulation 3(2) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2024, the applicability of the Business Responsibility and Sustainability Report (BRSR) is determined based on a company's market capitalisation ranking as on 31st December of the preceding year.

The Company has been ranked on 823 as per the list of the top 1,000 listed entities based on market capitalisation as on 31st December, 2024. Consequently, BRSR disclosures will be applicable from the immediate next financial year, i.e., FY 2025 26.

Accordingly, the Company will publish its first BRSR as part of the Annual Report for the financial year ending 31st March, 2026.

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/policies-and-code-of-conduct/.

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 a 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. Bharat Jhaveri (DIN: 10854999) 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 29th November, 2024.

His appointment as Non-Executive Independent Director was subsequently approved by the shareholders through a postal ballot on 18th February, 2025.

ii. Appointment of Company Secretary & Compliance Officer

There has been no change in the Key Managerial Personnel 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. Darshan Ramesh Chauhan (DIN: 02138075) 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, Thane 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 Affairscertificateforms part anysuchstatutoryauthorityandthe 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 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 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 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/policies-and-code-of-conduct/

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, 2025.

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 sweat 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, 2025:

Male Employees: 730

Female Employees: 50

Transgender Employees: 0

This disclosure reflects the Company's commitment to fostering an inclusive workplace 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 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 disclosures 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/policies-and-code-of-conduct/.

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.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are included in Annexure F to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report.

However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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.