We have audited the accompanying standalone financial statements of Sky Gold And Diamonds Limited (Formerly
Known As "Sky Gold Limited") ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025
and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow
Statement and Standalone Statement of changes in Equity for the year then ended, and notes to the standalone financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as "Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Act in the manner so required and give a true and fair view
in conformity with the Indian Accounting standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, ("IND AS") and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March 2025, its profit (including other comprehensive income), its
cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs)
specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial
statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the
audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. We have determined the matters described below to be the key audit matters to be communicated in
our report.
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Key Audit matter
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How our audit addressed the key audit matter:
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Assessment of carrying value of equity
investments in subsidiaries and fair value of
other investments
(Refer to Note 7 - "Non-Current Investments"
and Refer to Note 2.4(N) - accounting policies on
Financial Assets)
The Company holds investments in three
subsidiaries (measured at amortised cost) and
also in quoted equity shares of other companies
(measured at fair value through Other
Comprehensive Income).
All such non-current investments except
investment in subsidiaries have been pledged
as security against long-term and short-term
borrowings (refer Notes 19 and 23)
For equity investments in subsidiaries, the
Company performs periodic impairment
assessments, while other investments are fair
valued at each reporting date in accordance with
Ind AS 109.
The accounting for investments is a Key Audit
Matter as the assessment of recoverable
values for impairment testing of subsidiary
investments and the determination of fair value
for other equity investments involves significant
judgement, including assumptions around
forecast cash flows, market conditions, discount
rates, and valuation models.
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Our audit procedures included the following:
Ý Obtained an understanding from the management, assessed and
tested the design and operating effectiveness of the Company's
key controls over the impairment assessment and fair valuation
of material investments.
Ý Evaluated the Company's process regarding impairment
assessment and fair valuation including review of future
projections, business performance, and related assumptions.
We noted that no impairment was required based on these
assessments.
Ý Assessed the carrying value/fair value calculations of all
individually material investments, where applicable, to determine
whether the valuations performed by the Company were within
an acceptable range determined by us.
Ý Evaluated the cash flow forecasts (with underlying economic
growth rate) by comparing them to the approved budgets and
our understanding of the internal and external factors.
Ý Checked the mathematical accuracy of the impairment model and
agreed the relevant data on sample basis with the latest budgets,
actual past results and other supporting documents.
Ý Evaluated the adequacy of the disclosures made in the Standalone
Financial Statements.
Based on the above procedures performed, we did not identify any
significant exceptions in the management's assessment in relation
to the carrying value of equity investments in subsidiary and fair
value of other investments.
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Information Other than the Standalone Financial Statements and Auditors' Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the
consolidated financial statements, standalone financial statements and our auditor's report thereon. The Company's
annual report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Company's annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and take necessary actions, as applicable
under the relevant laws and regulations.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,
2013 ("the Act") with respect to the preparation of these standalone financial statements that give true and fair
view of the financial position, financial performance including other comprehensive income, cash flows and changes
of equity of the company in accordance with the accounting principles generally accepted in India, including the
Indian accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the IND AS standalone
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but
to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the IND AS standalone financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
> Identify and assess the risks of material misstatement of the IND AS Standalone financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
> Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls
> Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
> Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to
cease to continue as a going concern.
> Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
> Obtain sufficient appropriate audit evidence regarding the standalone financial information of business activities
within the company to express an opinion on the standalone financial statements. We are responsible for the
direction, supervision and performance of the audit of the standalone financial statements of such entities.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion
on the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the standalone financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor report) Order, 2020 ("The Order") Issued by the Central Government of India
in terms of Section 143(11) of the Act, we give the "Annexure - A" statement on the matter specified in paragraph 3
& 4 of the order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b. In our opinion proper books of account as required by law have been kept by the company so far as it
appears from our examination of those books; except for the matters stated in the paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive
income), the Standalone Cash Flow Statement and Standalone Statement of changes in equity dealt with by
this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section
133 of the Act.
e. On the basis of the written representations received from the directors as on 31st March 2025 taken on
record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being
appointed as a director in terms of Section 164 (2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal
financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements - Refer Note 42 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.
iv. (i). The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall :
• directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(ii) . The Management has represented, that, to the best of its knowledge and belief, no funds (which
are material either individually or in the aggregate) have been received by the Company from
any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall:
• directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")
• provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iii) . Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e), as provided under d(i) and d(ii) above, contain any material
misstatement.
v. Since the Company has not declared or paid any dividend during the year, the question of commenting
on whether dividend declared or paid in accordance with the section 123 of the Companies Act, 2013
does not arise.
vi. Based on our examination which included test checks, the Company has used accounting software for
maintaining its books of account, which have a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant transactions recorded in the respective
software.
Further, for the periods where audit trail (edit log) facility was enabled and operated for the respective
accounting software, we did not come across any instance of the audit trail feature being tampered with
and the audit trail has been preserved by the Company as per the statutory requirements for record
retention
3. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Com¬
pany to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be
commented upon by us.
UDIN: 25152425BMIESP4616
For V J SHAH & CO
Chartered Accountants
Firm Registration No.: 109823W
NIRAV M MALDE
(PARTNER)
Membership No. 152425
Place: Mumbai
Date: 27th May, 2025
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