To

The Members Sky Gold Limited

(Formerly known as Sky Gold Private Limited)

Your Directors have pleasure in presenting the 11^th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31^st March2019.

1. FINANCIAL STATEMENTS & RESULTS: a. Financial Results

The Company's performance during the year ended 31^st March 2019 as comparedto the previous financial year is summarized below:

b. OPERATIONS:

The Company continues to be engaged in the business of importers exportersmanufacturers buyers sellers dealers distributors wholesalers assembles designerscutters polishers and labour job in all kind of gold and silver jewellary. The Companycame out with a Public Issue during the Financial Year 2018-19 and got listed on the SMEPlatform of Bombay Stock Exchange.

The Company achieved turnover of Rs. 80744.20 /- Lakh during the year as compared toRs. 54889.39 Lakh/- in the previous year. The Company earned Profit after Tax of Rs.304.75lakh/- during the financial year as compared to Rs. 262.64 Lakh/- of previousFinancial Year.

There was no change in nature of the business of the Company during the year underreview.

c. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

d. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education &Protection Fund (IEPF)

e. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

f. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE

COMPANIES:

During the year under review your Company did not have any subsidiary associate andjoint venture Company.

g. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 (• the Act ) read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

h. LOANS FROM DIRECTORS OR DIRECTORS' RELATIVES:

During the financial year under review the Company has borrowed the followingamount(s) from Directors and the respective director has given a declaration in writing tothe Company to the effect that the amount is not being given out of funds acquired by himby borrowing or accepting loans or deposits from others. Accordingly the followingamount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of theCompanies (Acceptance of Deposits) Rules 2014:-

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with relatedparty(ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review were in ordinary course of business and on anarm‘s length basis. Further none of these contracts / arrangements / transactionswith related parties could be considered material in nature as per the thresholds given inRule 15(3) of the Companies (Meetings of Board and its Powers) Rules 2014 and hence nodisclosure is required to be given in this regard.

j. 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 CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure I which forms part of this Report.

k. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31^st March 2019 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms part of thisReport. Further the Company has placed its Annual Return referred to in Section 92(3) inMGT-7 format on the below mentioned web-address:-

http://www.skygold.in/investor/return.php

l. PARTICULARS OF INVESTMENTS LOANS GUARANTEES AND SECURITIES:

Full particulars of investments loans guarantees and securities covered under Section186 of the Companies Act 2013 provided during the financial year under review has beenfurnished in Note 10 of the Notes to Accounts which forms part of the financials of theCompany.

m. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

The internal audit is carried out by a separate firm Mr. Mitesh Chaddva for theFinancial Year 2018-19 under review. The periodical audit reports including significantaudit observations and corrective actions there-on are presented to the Chairman of theAudit Committee.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a) BOARD OF DIRECTORS& KEY MANAGERIAL PERSONNEL i. Change in Directorship of the Company

ii. Change in Directorship and Key Managerial Personnel of the Company

iii. Retirement by Rotation

As per the provisions of Section 152 of the Companies Act 2013 Mr. Darshan RameshChauhan will retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for reappointment. Your Directors recommend for the members‘ approval.

b) DECLARATIONS BY INDEPENDENT DIRECTORS:

During the Financial Year under review the Company has received declarations form allthe Independent Directors under Section 149(6) of the Companies Act 2013 confirmingcriteria of Independence as defined under Regulation 16(b) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 read with the provisions of Section 149(6)of the Companies Act 2013 the Schedules and Rules framed there under..

3. DISCLOSURES RELATED TO BOARDCOMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 19 times during the financial year ended 31^stMarch 2019 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.

The Company has complied with the applicable Secretarial Standards in respect of allthe above Board meetings.

Also the intervening gap between any two Meetings was within the period prescribed bythe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015.

b. AUDIT COMMITTEE:

•  PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.

•  TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordancewith the Act.

•  COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

•  ATTENDANCE RECORD:

The Audit Committee met 4 times during the financial year ended 31^st March2019.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

•  TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee havebeen framed in accordance with the Act.

•  COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The composition of the committee is as under:

•  ATTENDANCE RECORD:

The Nomination & Remuneration Committee met 1 time during the financial year ended31^st March 2019.

Major criteria / gist defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:

1. Minimum Qualification

2. Positive Attributes

3. Independence

4. Experience

The salient features of the Remuneration Policy and changes therein are attached asAnnexure A and the Remuneration Policy is available on Company‘s website and can beaccessed via the link provided herein below:

http://www.skygold.in/investor/policies.php

d. STAKEHOLDERS RELATIONSHIP COMMITTEE:

•  PREAMBLE:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of

Directors of the Company has constituted the Stakeholder‘s Relationship Committee.

•  TERMS OF REFERENCE OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholder‘s Relationship Committee havebeen framed in accordance with the Act.

•  COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:

Stakeholders Relationship Committee consists of following members:

•  ATTENDANCE RECORD:

Mr. Loukik Tipnis has been appointed the Chairman of the Stakeholders' RelationshipCommittee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules

2014 framed • Vigil Mechanism Policy for Directors and employees of the Companyto provide a mechanism which ensures adequate safeguards to employees and Directors fromany victimization on raising of concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reportsetc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

f. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

g. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and of the directors individuallyas well as the evaluation of all the committees i.e. Audit Nomination and RemunerationStakeholders Relationship Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard the exercise was carried out by feedback survey from each directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch as attendance contribution at the meeting etc.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive director.

The same was discussed in the Board meeting at which the performance of the Board itsCommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire Board excluding the independent directorbeing evaluated.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 ^STMARCH 2019:

The observations/ qualifications / disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31^st March 2019 read with the explanatorynotes therein are self-explanatory and therefore do not call for any further explanationor comments from the Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31^ST MARCH 2019

Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s MakarandAssociates & LLP Company Secretaries had been appointed to issue Secretarial AuditReport for the financial year 2018-19.

Secretarial Audit Report issued by M/s Makarand Associates & LLP Practicing CompanySecretaries in Form MR-3 for the financial year 2018-19 forms part to this report. Thesaid report does not contain any observation or qualification requiring explanation orcomments from the Board under Section 134(3) of the Companies Act 2013.

c. STATUTORY AUDITORS APPOINTMENT:

Pursuant to the provisions of Section 139 and 142 of the Companies Act 2013 and theCompanies (Audit and Auditors) Rules 2014 M/s V J SHAH & CO. Chartered Accountantsthe Statutory Auditors of the Company appointed on October 29 2018 to filled the casualvacancy created by M/s Jain Kishore & Co. to hold office from the conclusion till theconclusion of the ensuing Annual General Meeting.

The Board of Director proposed the re-appointment of M/s V J SHAH & CO. for theanother term of 5 years from the conclusion of 11^th Annual General Meeting tillthe conclusion of 16^th Annual General Meeting.

d. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12):

According to the information and explanations provided no fraud by the Company or onthe Company by its officers or employees has been noticed or reported during the course ofthe audit.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company‘s operations in future.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31^st March 2019 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31^st March2019 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany 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. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has not yet constituted the Internal Complaints Committee as mentionedunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Company shall take the requisite steps in this regard during the currentfinancial year 2019-20.

d. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights as to dividend votingor otherwise and hence no information as per provisions of Section 43(a)(ii) of the Actread with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

e. 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 andhence 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.

f. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

g. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

6. 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 2014have been marked as • Annexure- III

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board