Your Directors have the pleasure of presenting the 15th Annual Report of the Company together with the Audited Financial Statement of Accounts (Standalone and Consolidated) for the Financial Year ended March 31, 2023.

FINANCIAL STATEMENT & RESULTS:Financial Results

The Company's financial performance during the year ended March 31, 2023, as compared to the previous financial year, is summarized below:

The Wholly owned subsidiary of the Company is incorporated on 23^rd September, 2022, Hence there are no figures for Consolidated Financial Statements for the Financial Year 2021-22.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Highlights of the Company’s financial performance for the year ended March 31, 2023 and March 31, 2022, are as under:

Standalone

• Value of sales and services for the Financial Year ended March, 2023 is Rs. 1,15,380.07 lakhs and for Financial Year ended March 31, 2022 was Rs. 78,570.20 lakhs

• EBITDA for the Financial Year ended March, 2023 is Rs. 2,503.22 lakhs and for Financial Year ended March 31, 2022 was Rs. 2,171.16 lakhs

• Net Profit for Financial Year ended March, 2023 is Rs. 1,860.88 lakhs and for Financial Year ended March 31, 2022 was Rs. 1,695.12 lakhs

OPERATIONS & MATERIAL CHANGES:

Sky Gold 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 1,15,380.07 Lakhs during the year as compared to Rs. 78,570.20 Lakhs in the previous year. The Company earned a Profit After Tax (PAT) of Rs. 1,860.88 Lakhs during the financial year as compared to Rs. 1,695.12 Lakhs in the previous Financial Year.

The following Material and important Changes Occurred During the Financial Year 2022-23:

> Increased the Authorised Share Capital from Rs. 6,00,00,000/- (Six Crores Only) to Rs. 11,00,00,000/- (Eleven Crores Only) via a Special Resolution passed through the postal ballot dated 25-08-2022.

> Issued Bonus Shares via a Special Resolution passed through the postal ballot dated 25-08-2022 in the ratio of 1:1 by issuing 53,71,940 equity shares of Rs. 10/- each as bonus shares and the current paid-up share capital of the Company post bonus issue is Rs. 10,74,38,800 compromising of 1,07,43,880 equity shares of Rs. 10/- each.

> Listed on the Main Board of the Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE) on 06^th January 2023.

> Declared First Interim Dividend for the Financial Year 2022-23 in the Board meeting Held on 10^th February 2023 of Rs. 1 per share having a face value of Rs. 10/- each.

> There was no change in the nature of the business of the Company, during the year under review.

> Ms. Pooja Shah Resigned from the post of Company Secretary & compliance officer w.e.f 18^th May 2023 and Company appointed Ms. Nikita Jain as Company Secretary & compliance officer w.e.f 19^th May 2023.

> The website of your Company is changed to www.skygold.co.in DIVIDEND

The Board of Directors has recommended a dividend of Rs. 1/- (Rupees one only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. The dividend is subject to the approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.

The Company has declared and paid its First Interim Dividend for the Financial Year 2022-23 in the Board meeting held on 10^th February 2023 of Rs. 1/- (Rupees one only) per equity share of Rs. 10/- (Ten rupees) each fully paid-up of the Company. The said dividend is subject to the confirmation of members at the ensuing Annual General Meeting of the Company.

UNPAID DIVIDEND & INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Your Company has declared a dividend in the Board meeting Held on 10^th February 2023 and was paid to such shareholders by Wednesday, March 1, 2023. Rs. 1,10,802 was transferred to the unpaid dividend account as on 31^st March, 2023.

No amount was required to be transferred to Investor Education & Protection Fund (IEPF)

TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

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

The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Management Discussion and Analysis Report, which forms part of the Annual Report.

REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURE COMPANIES

During the year under review, the company Incorporated a Foreign 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 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/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 of 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 31^st March 2023, 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 31^st March 2023 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

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (“SEBI”). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

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 the Chapter V of the Act is not applicable.

SHARE CAPITAL

As on 31st March, 2023, the Issued, Subscribed, and Paid-up Share Capital of your Company stood at Rs. 10,74,38,800/- (Rupees Ten Crores Seventy-Four Lacs Thirty-Eight Thousand Eight Hundred Only), comprising 1,07,43,880 (One Crore Seven Lacs Forty-Three Thousand Eight Hundred and Eighty) Equity Shares of Rs. 10/- each.

The Company has issued bonus shares in the ratio of 1:1 i.e., holder of 1 (one) fully paid-up equity shares of Rs 10 (Rupees Ten) each for every 1 (one) equity shares of Rs 10 (Rupees Ten) each held by the members and consequently the issued subscribed and Paid-up Share Capital of the Company is 1,07,43,880 Equity Shares of Rs. 10/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity shares.

Further, the Company has not bought back any of its securities during the year under review, and hence no details/information invited in this respect.

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 2022-23 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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The report on Corporate Social responsibility as required under Section 135 of the Companies Act, 2013 part of the Annual Report.

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 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 2023 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, 2023, as as Annexure B.

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

There has been no change in the Directorship of the Company during the Financial Year under review.

ii. Appointment of Company Secretary & Compliance officer

Ms. Pooja Shah, the previous Company Secretary and Compliance Officer of the Company has resigned from her post w.e.f. 18^th May, 2023 and thereafter Ms. Nikita Jain (Membership No.: 71411) has been appointed as Company Secretary and Compliance officer of the Company on 19^th May 2023.

iii. Retirement by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Darshan 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. Declarations by Independent Directors:

During the Financial Year under review, the Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming criteria of Independence as defined under Regulation 16(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.

PERFORMANCE EVALUATION

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 Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has not yet constituted the Internal Complaints Committee as mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under 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.

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.

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.

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

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as — Annexure E. 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.

ACKNOWLEDGEMENTS AND APPRECIATION

The board take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.