Shareholders meeting

Date: 27th October 2026 To, To, The Secretary, The Secretary, Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, 25th Floor, Dalal Street, Fort, G Block, Bandra-Kurla Complex, Mumbai 400001 Bandra (East), Mumbai 400051 Scrip Code: 541967 Trading Symbol: SKYGOLD Subject: Notice calling the 1st Extra-Ordinary General Meeting Pursuant to Regulations 30 read with Part A of Schedule III of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), we are enclosing the Notice of 1st Extra-Ordinary General Meeting (EOGM) along with the Explanatory Statement of the Company scheduled to be held on Wednesday, 18th November 2026, at 11:00 AM (IST), through Video Conferencing ('VC') / Other Audio-Visual Means ('OAVM'). The Notice along with the Explanatory statement have been dispatched electronically on Tuesday, 27th October 2026, to the Members whose E- mail IDs are registered with the Company, Registrar and Transfer Agent of the Company, or the Depositories. The Company shall be providing a facility to its Members to exercise their right to vote on all businesses proposed at the EOGM by electronic means, by using a remote e-voting facility and e- voting facility at EOGM. The Members, whose email addresses are not registered, are requested to register the same by following the detailed procedure prescribed in the Notice. Further, in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations, and in terms of Circulars issued by SEBI, the Company has fixed Wednesday, 11th November 2026 as the cut-off date to determine the eligibility of the Members to cast their vote by remote e-Voting and e-Voting during the EOGM scheduled to be held on Wednesday, 18th November 2026, at 11:00 AM (IST) through VC/OAVM Facility. The remote e-voting period shall commence from Sunday, 15th November 2026 from 9:00 AM (IST) and ends at 5:00 PM (IST) on Tuesday, 17th November 2026, and the Members of the Company as on the Cut-off date i.e., Wednesday, 18th November 2026, shall be eligible to vote using the remote e-voting facility. The attached Notice is also available on the website of the Company i.e. www.skygold.co.in We request you to take the same on your records. Thanking you, For Sky Gold and Diamonds Limited (Formerly known as Sky Gold Limited) Mangesh Chauhan Managing Director DIN: 02138048 Place: Navi Mumbai Encl.: As Above NOTICE is hereby given that the 1st Extra-Ordinary General Meeting (“Meeting”) of the shareholders (“Members”) of Sky Gold and Diamonds Limited (Formerly known as Sky Gold Limited) (“Company”) will be held on Wednesday, 18th November 2026 at 11:00 A.M. (Indian Standard Time) through Video Conferencing (“VC”) or Other Audio -Visual Means (“OAVM”), to transact the following special business: 1. CONSIDERATION AND APPROVAL OF RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES. To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 23, 41, 42, 55, 62 (l)(c), 71,179 and other relevant provisions, if any, of the Companies Act, 2013 (“the Act”), and the relevant rules made thereunder, including, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 (each including any amendment(s), statutory modification (s) or re-enactment thereof), and in accordance with the provisions of the Memorandum of Association and the Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended (“ILNS Regulations”), Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, the Companies (Issue of Global Depository Receipts) Rules, 2014, the Depository Receipts Scheme, 2014, as amended, the Framework for issue of Depository Receipts notified by SEBI vide circular dated October 10, 2019, as amended, Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, as amended, the Foreign Exchange Management Act, 1999 including Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules and regulations issued thereunder, and the circulars or notifications issued thereunder including the Master Directions on External Commercial Borrowings, Trade Credits and Structured Obligations dated March 26,2019, as amended from time to time and the Master Direction on Reporting under Foreign Exchange Management Act, 1999 dated January 1,2016, as amended, the Foreign Exchange Management (Debt Instruments) Regulations, 2019, as amended (together the “ECB Guidelines”), as amended, the listing agreements entered into by the Company with the stock exchanges where the equity shares of the Company are listed (“Stock Exchanges”), and any other provisions of applicable laws, and subject to such approvals, permissions, consents and sanctions as may be necessary or required from the Securities and Exchange Board of India (“SEBI”), the Stock Exchanges, the Reserve Bank of India (“RBI”), the Government of India and any other concerned statutory authorities, and subject to such terms and conditions or modifications as may be prescribed or imposed while granting of such approvals, permissions, consents and/ or sanctions by any of the aforesaid authorities, which may be agreed to the board of directors (“the Board” which term shall include QIP Committee thereof which the Board have constituted to exercise its powers including the powers conferred by this resolution) approval of the Members be and is hereby accorded to the Board and the Board be and is hereby authorised to offer, issue and allot such number of fully paid-up equity shares, fully convertible debentures, partly convertible debentures, non-convertible debentures, preference shares convertible into equity shares, and/or any other financial instruments /securities convertible into equity shares (including warrants, depository receipts or otherwise, in registered or bearer form), American Depository Receipts (“ADRs”)/ Global Depository Receipts (“GDRs”)/ Foreign Currency Convertible Bonds (“FCCB”) and/or any other eligible security (all of which are hereinafter referred to as “Securities”), or a combination of the aforementioned Securities in one or more tranches, with or without green shoe option, for an aggregate consideration of up to ₹ 1,800 crores only (inclusive of such premium as may be fixed on such Securities), through further public issue/ rights issue/ qualified institutions placement/ debt issue/preferential issue or any other permissible mode or any combinations thereof as may be decided by the board and permitted under applicable laws through the issue of prospectus and/ or placement document and/or other permissible offer documents to any eligible person, including qualified institutional buyers in accordance with the ICDR Regulations, foreign/resident investors (whether institutions, incorporated bodies, mutual funds, individuals or otherwise), venture capital funds (foreign or Indian), alternative investment funds, foreign institutional investors, foreign portfolio investors, qualified foreign investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension [Showing first 8,000 characters — download PDF for full document]