Bluestone Jewellery & Lifestyle Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see "Forward-Looking Statements" on page 18. Also read "Risk Factors" and "- Significant Factors Affecting our Results of Operations and Financial Condition " on pages 34 and 397, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 included herein is derivedfrom the Restated Financial Information, included in this Red Herring Prospectus, which have been derived from our audited financial statements and restated in accordance with the SEBIICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see "Financial Information" on page 312. In this section, we have compared our consolidatedfinancial information as of andfor the year ended March 31, 2025 and our standalone financial information as of and for the year ended March 31, 2024 and these periods are not comparable to each other.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived from our Restated Financial Information included in this Red Herring Prospectus. Additionally, see "Definitions and Abbreviations " on page 1 for certain terms used in this section.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Industry Report on Jewellery Market in India" dated July 15, 2025 (the "RedSeer Report") prepared and issued by RedSeer Management Consulting Private Limited, appointed by us on April 22, 2024 and exclusively commissioned and paid for by us for the purposes of confirming our understanding of the industry, in connection with the Offer. Unless otherwise indicated, financial, operational, industry and other related information derived from the RedSeer Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the RedSeer Report is available on the website of our Company at www.bluestone.com/investor-relations.html. For more information, see "Risk Factors - Industry information included in this Red Herring Prospectus has been derived from a third party industry report prepared by RedSeer Management Consulting Private Limited, exclusively commissioned and paidfor by us. " on page 91. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and Market Data " on page

OVERVIEW

For information on our business, see "Our Business" on page 229.

PRESENTATION OF FINANCIAL INFORMATION

The restated financial information of our Company comprise the restated consolidated statement of assets and liabilities as at March 31, 2025, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the year ended March 31, 2025 and the restated statement of assets and liabilities as at March 31, 2024 and March 31, 2023, the restated statements of profit and loss (including other comprehensive income), the restated statement of changes in equity and the restated statement of cash flows for the years ended March 31, 2024 and March 31, 2023, and the material accounting policies and other explanatory information (collectively, the "Restated Financial Information").

The Restated Financial Information have been compiled from the audited consolidated financial statements of our Company as at and for the years ended March 31, 2025 and the audited financial statements of our Company as at and for the years ended March 31, 2024 and March 31, 2023 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our results of operations and financial condition are affected by a number of important factors including:

Ability to expand our omni-channel experience

We provide customers with an omni-channel experience that is aimed at creating a personalized and intimate jewellery shopping experience. We believe that an integrated omni-channel approach by integration of our website, mobile application and offline stores is key to a fully immersive customer experience. Our website and mobile application allow customers to browse over 7,400 product designs, as of March 31, 2025. Customers are offered with a multitude of options to discover and interact with jewellery. Our website is integrated with our network of offline stores, so that products ordered online by customers may be delivered to the store or at their home and provides a unified customer view across the website and stores. Our stores help in promoting our BlueStone brand and demonstrate our customer centric approach and help improve our brand recall. For further information, see "Our Business - Business Operations - Our Products" on page 255.

Our ability to effectively execute our expansion strategy depends on our ability to open new stores successfully. We intend to expand our offline footprint in key jewellery micro-markets such as Maharashtra, Delhi-NCR and Uttar Pradesh. Our same store sales growth was 32.14%, 51.16% and 72.06% in Fiscal 2025, 2023 and 2023, respectively. In addition, our revenue per store per month ("PSPM") (calculated as the average revenue generated per store (that is open at the end of the year) for every full month the store was operational) has been consistently increasing over the years. Our PSPM increased from Rs. 2.84 million in Fiscal 2023 to Rs. 4.97 million in Fiscal 2024 and to Rs. 5.63 million in the Fiscal 2025.

We intend to leverage our sustained growth over the last few years to open over 290 additional new stores between Fiscal 2025 and Fiscal 2027 in key jewellery micro markets particularly in Tier II and Tier III cities in India in order to grow our offline presence. Any new store that we establish requires significant resources in terms of lease costs, fit-outs and refurbishments, and may not be profitable immediately upon its opening or may take time to break even, and failure to do so within a reasonable period may adversely affect our profitability. Our ability to reduce our payback periods depends on our ability to negotiate commercially reasonable terms with lessors/ landlords/ mall developers, that is subject to various assumptions on demand for our products from the particular demographic at the location. In addition, new stores could impact the sales of our existing stores nearby, and there can be no assurance that sales cannibalization will not occur or become more significant in the future as we increase our presence in existing markets. An inability to appropriately identify suitable locations, or to negotiate commercially reasonable lease terms, may increase our payback periods, result in store-closures, and adversely affect our results of operations and financial condition. In addition, as we enter new markets, we face competition from regional or national players, who may have an established local presence, and may be more familiar with local customers design preferences, business practices and customs. However, with our experience of setting up stores across India and, we believe that we are well positioned to leverage on opportunities for expansion. For further information, see "Our Business - Strategies - Expand our Omni-Channel Presence" on page 248.

Ability to expand our product offerings, retain existing customers and attract new customers

Product offerings

The combination of wide selection of products offered on our platforms, competitive prices and convenient shopping experience, coupled with our strong brand awareness and commitment to authenticity, enables us to attract more consumers to our platform, which, in turn, results in an expansion of our product portfolio and increased consumer retention. Introducing new products and collections on a consistent basis ensures that our product catalogue remains trendy, fresh and reflects current customer preferences. This has enabled us to increase our average order value. We believe that there is significant scope to increase the design variety that we currently offer. We intend to focus on introduce additional collections and designs in the bangles, bracelets, earrings, preset solitaries, rings and products focused for kids in different price ranges. For further information, see "Our Business - Strategies - Focus on Becoming a Lifecycle Jeweller" on page 249.

Customers

Our success, and our revenue growth in particular, is significantly dependent on our ability to continually attract and retain new and existing customers and promote repeat orders.

Our ability to grow our customer base is directly dependent on our ability to improve our product mix and continuously innovate on the designs for our products. Our future growth is dependent on our ability to identify emerging market trends and offer new designs to customers which we believe, will enable us to expand the product offerings to customers and ensure repeat customers.

Ability to maintain operational efficiencies

In order for us to grow our operations and become profitable, we have to maintain an operational efficiencies which depends on various factors including our advertisement and marketing costs, and order fulfilment process.

Marketing and Advertisement

We design our marketing strategy effectively with social media campaigns, engaging with our customers on a regular basis and evaluate their reactions to improve our designs and services and providing various offers. Our marketing and promotion efforts seek to increase sales by increasing brand awareness that stimulates interest in our product range and entrenching our position in the Indian jewellery industry.

We expect to continue to invest in our marketing and branding initiatives, including advertising through various media. We believe that effective marketing is important for future revenue growth, enhancing our brand visibility, to establish relationships with target markets and to sell our products in a competitive and cost-effective manner.

Order fulfilment

We incur shipping charges, and payment gateway charges for our products that we ship as a part of other expenses. We work with third-party logistics providers to deliver our products to our customers efficiently. Our cost effectiveness depends on our ability to continue optimising fulfilment costs through operational efficiencies with our third-party logistics providers with increasing orders. However, as a percentage of revenue from operations, our shipping charges have decreased from 1.00% in Fiscal 2023 to 0.51% in Fiscal 2025.

Consumer spending and general economic and market conditions

While we are engaged in the business of selling modern every day and lifestyle diamond, gold, platinum, gemstone and pearl jewellery, our success partially depends to a significant extent on customer confidence and spending, which is influenced by general economic condition and discretionary income levels. Many factors affect the level of customer confidence and spending in the retail sector, including recession, inflation, political uncertainty, availability of consumer credit, taxation and unemployment. Our performance may decline during recessionary periods or in other periods where one or more macro-economic factors, or potential macro-economic factors, negatively affect the level of customer confidence and spending.

We believe that the modern every day and lifestyle jewellery with diamond, gold, platinum, gemstone and pearl jewellery that we offer is a relatively untapped market and has significant opportunity to scale. We intend to capitalize on the growing industry opportunity and we believe are well-positioned to capitalize on this market opportunity through our extensive and diverse product portfolio across various jewellery segments, attractive price points, and premium customer experience. We believe this will result in an increase of our market share, presence across India, and also grow our revenue.

Cost of procuring raw materials and manufacturing our products

Our products are made from precious metals, diamonds and coloured stones. Our expenditure on raw materials also include general purchases of gold, diamonds and gemstones. Our cost of raw materials consumed constitutes a significant component of our cost structure. Our cost of raw materials consumed as a percentage of our revenue from operations are generally impacted by manufacturing volumes, mix of products, the prices paid for raw materials, and manufacturing efficiency. In Fiscal 2025, 2024 and 2023, our cost of raw materials consumed amounted to Rs. 17,215.35 million, Rs. 12,346.71 million and Rs. 7,176.00 million, respectively, and accounted for 83.98%, 85.40% and 75.13% of our total expenses, respectively, and for 97.26%, 97.54% and 93.11% of our revenue from operations, respectively. As we continue to grow our operations, our absolute cost of materials consumed will increase.

We source our raw materials from multiple third party traders. We have not executed formal long term contracts or forward arrangements with such third party traders. Our precious metals, including gold, silver and platinum are purchased on basis of production and inventory planning. The orders are placed on demand based on estimated material requirement for production the next five to 10 days. These estimates are made typically based on factors

like market trends, merchandise planning and new store openings. In Fiscal 2025, 2024 and 2023 and 2022, our total trade payables amounted to Rs. 1,647.35 million, Rs. 2,167.49 million and Rs. 783.77 million, respectively, constituting 9.68%, 15.18% and 9.98% of our total current liabilities, respectively. Our ability to continue purchasing raw materials from our third party traders in the future depends on our relationship with such third party traders and our ability to pay such third party traders in a timely manner.

Our results of operations are significantly affected by changes in the prices of gold and diamonds. A decrease in the market price of diamonds or gold may adversely impact our ability to recover costs incurred in procuring such raw materials while an increase in price of diamonds or gold, which price increase we typically pass on to customers, may result in an increase in our revenues. Conversely, an increase in the price of diamonds or gold may result in reduced demand for jewellery products in general thereby resulting in a decrease in sales and revenues. The prices and supply of these and other materials depend on factors beyond our control, including general economic conditions, competition, production levels and regulatory factors such as import duties and ban on gold leasing. To the extent, we cannot pass on some or all of the increase in the cost of raw materials, any such increases could have an adverse effect on revenue and results of operations. Similarly, to the extent we are able to reduce costs of raw materials, such savings improve our overall results of operations.

NON-GAAP MEASURES

Gross Profit, Gross Margin, Return on Capital Employed, Net Debt, Net Debt / Equity, EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin (together, "Non-GAAP Measures"), presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. Further, these Non- GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a companys operating performance.

Reconciliation of Non-GAAP measures

Reconciliation of Gross Profit and Gross Margin

The table below reconciles revenue from operations to Gross Profit and Gross Margin.

Particulars	Fiscal
	2025	2024	2023
	(Consolidated)	(Standalone)	(Standalone)
	(Rs. million)
Revenue from Operations (I)	17,700.02	12,658.39	7,707.26
Less: Cost of raw materials consumed (II)	17,215.35	12,346.71	7,176.00
Add: Change in inventories of finished goods, work-in-progress and stock-in-trade (III)	6,230.46	4,803.30	1,924.79
Gross Profit (IV = I - II +III)	6,715.13	5,114.98	2,456.04
Gross Margin (V = IV/I)	37.94%	40.41%	31.87%

Reconciliation of Return on Capital Employed

The table below reconciles loss before tax to Return on Capital Employed. Return on Capital Employed is defined as Earnings Before Interest, Taxes (EBIT) divided by Capital Employed. Capital Employed is defined as Total Equity and Total Borrowings.

Particulars	As of / For the Year ended March 31,
	2025	2024	2023
	(Consolidated)	(Standalone) (Rs. million)	(Standalone)
Loss Before Tax (I)	(2,218.37)	(1,422.36)	(1,672.44)
Less: Other Income (II)	(600.34)	(376.52)	(171.68)
Add: Fair value loss on financial liabilities at fair value through profit or loss (one-time loss in Fiscal 2022) (III)	-	-	-
Add: Finance Cost (IV)	2,075.45	1,376.71	666.85
Earnings before interest, taxes (EBIT) (V = I + II + III + IV)	(743.26)	(422.17)	(1,177.28)
Total Equity (VI)	9,107.40	3,741.72	(718.26)
Total Borrowings (VII)	7,286.18	4,304.26	2,284.18
Gold on loan (VIII)	3865.53	4424.61	2212.42
Capital Employed (IX = VI + VII + VIII)	20,259.11	12,470.59	3,778.34
Return on Capital Employed (X = V/IX)	(3.67%)	(3.39%)	(31.16%)

Reconciliation of Net Asset Value per Equity Share

The table below reconciles total equity to Net Asset Value per Equity Share.

Particulars	Fiscal
	2025	2024	2023
	(Consolidated)	(Standalone)	(Standalone)
	(Rs. million)
Total Equity (I)	9,067.74	3,741.72	(718.26)
Number of shares outstanding (II)	35,235,000	18,151,940	18,151,940
NAV per Equity Share (I/II)	257.35	206.13	(39.57)

Reconciliation of Return on Net Worth

The table below reconciles loss for the period / year to Net Worth

Particulars	Fiscal
	2025	2024	2023
	(Consolidated)	(Standalone) (Rs. million)	(Standalone)
Loss for the year (I)	(2,216.69)	(1,422.36)	(1,672.44)
Total Equity (II)	9,067.74	3,741.72	(718.26)
Return on Net Worth* (%) (I/n)	(24.45)%	(38.01)%	N.A.

Reconciliation of Net Debt and Net Debt / Equity

Particulars	As of March 31,
	2025	2024	2023
	(Consolidated)	(Standalone)	(Standalone)
	(Rs. million)
Total Borrowings (I)	7,286.18	4,304.26	2,284.18
Gold on Loan (II)	3,865.53	4,424.61	2,212.42
Cash and Cash Equivalents (III)	487.75	591.35	271.00
Other Bank Balances (IV)	1,412.82	473.61	2318.61
Bank Deposits (V)	3,137.07	5,013.61	-
Balances with banks held as margin money (VI)	-	-	-
Margin money deposits (VII)	31.65	-	10.92
Deposits with NBFCs (VIII)	51.25	95.00	-
Total Equity (IX)	9,107.40	3,741.72	(718.26)
Net Debt (X = (I + II) - (III + IV +V + VIII - VI - VII))	6,094.47	2,555.30	1,917.91
Net Debt/Equity (X/IX)	0.67	0.68	(2.67)

Reconciliation of EBITDA, EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin to Loss Before Tax

The table below reconciles loss before tax to EBITDA. EBITDA is calculated as loss before tax less other income plus depreciation and amortization expense plus fair value loss on financial liabilities at fair value through profit or loss (one-time loss in Fiscal 2022) plus finance cost while EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations. Adjusted EBITDA is calculated as EBITDA adjusted for the ESOP charge and Franchisee Commission. Franchisee Commission includes minimum guarantee on the franchisee deposits and the margin paid to the Franchisees over and above the minimum guarantee (forms part of brokerage and commission in our Restated Financial Information) while Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of revenue from operations.

Particulars	Fiscal
	2025	2024	2023
	(Consolidated)	(Standalone)	(Standalone)
	(Rs. million)
Loss Before Tax (I)	(2,218.37)	(1,422.36)	(1,672.44)
Less: Other Income (II)	(600.34)	(376.52)	(171.68)
Add: Depreciation and Amortization Expense (III)	1,474.89	952.66	616.94
Add: Fair value loss on financial liabilities at fair value through profit or loss (one-time loss in Fiscal 2022) (IV)	-	-	-
Add: Finance Cost (V)	2,075.45	1,376.71	666.85
Earnings before interest, taxes, depreciation and amortization expenses (EBITDA) (VI = I + II +In+IV+V)	731.64	530.49	(560.34)
Add: ESOP Charge (VII)	512.39	292.58	194.47
Add: Franchisee Commission? (VIII)	34.03	231.16	93.08
Adjusted EBITDA (IX = VII + VIII)	1,278.06	1,054.23	(272.79)
Revenue from Operations (X)	17,700.02	12,658.39	7,707.26
EBTIDA Margin (XI =VI / X)	4.13%	4.19%	(7.27)%
Adjusted EBITDA Margin (IX / X)	7.22%	8.33%	(3.54)%

MATERIAL ACCOUNTING POLICIES Use of estimates, assumptions and judgements

In preparing the Restated Financial Information, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The areas involving critical estimates or judgments are:

• Estimation of current tax / deferred tax expenses and payable;

• Estimation of defined benefit obligation;

• Estimation of useful lives, residual values of property, plant & equipment;

• Fair value measurement of financial instruments;

• Leases - Whether an arrangement contains a lease;

• Fair value of employee stock option plans;

• Impairment testing of property, plant & equipment and right-to-use assets;

• Estimation of return reserve.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectation of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.

Measurement of fair values

A number of the Companys accounting policies and disclosures require the measurement of fair values, for both financial and nonfinancial assets and liabilities. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as

• prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of assets or liability fall into different levels of fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Current versus non-current classification

The Company presents assets and liabilities in the Restated Balance Sheet based on current/ non-current classification:

An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after the reporting period; or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The Company classifies all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.

The Company has identified twelve months as its operating cycle.

Property, plant and equipment

Items of property, plant and equipment are measured at cost which includes capitalised borrowing cost less accumulated depreciation and accumulated impairment losses if any. Cost of an item of property, plant and

equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation methods, estimated useful lives and residual value

Depreciation on tangible PPE has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013.

The useful life, residual value and the depreciation method are reviewed at least at each financial year end. If the expectations differ from previous estimates, the changes are accounted for prospectively as a change in accounting estimate.

Capital work-in-progress includes cost of property, plant and equipment under installation/under development as at the balance sheet date.

Asset category	Management estimate of useful life	Useful life as per Schedule II
Leasehold improvements	5 years	5 to 10 years
Display items	2 years	2 years
Plant and machinery	15 years	10 to 15 years
Furniture and fixtures	10 years	10 years
Office equipments	5 years	5 years
Computers	3 years	3 years
Vehicles	5 years	8 years

Gain and loss on disposal of item of Property, plant and equipment

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss within other income.

Intangible assets

Intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The cost of Intangible assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities) and any directly attributable expenditure on making the asset ready for its intended use.

Intangible assets are amortized over their estimated useful life of 3 years on straight line method. The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

Impairment of non-financial assets

Assessment is done at each balance sheet date as to whether there is any indication that an asset may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an assets or cash generating units net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. The smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying value exceeds its recoverable

amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each balance sheet for possible reversal of an impairment loss recognized for an asset, in prior accounting periods.

Leases

The Companys lease asset classes primarily consist of leases for certain stores facilities under non-cancellable lease arrangements. The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use (ROU) asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of 12 months or less (short-term leases). For these short-term leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The ROU assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. ROU assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Nonfinancial assets that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the incremental borrowing rate. Lease liabilities are re-measured with a corresponding adjustment to the related ROU asset if the Company changes its assessment of whether it will exercise an extension or a termination option.

Lease liability and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

Inventories

Inventories (other than quantities of gold for which the price is yet to be determined with the suppliers (Unfixed gold) or where hedge contracts have been entered into for quantities of gold and accounted for as fair value hedge) are stated at the lower of cost and net realisable value. Cost is determined as follows:

• Raw materials are valued at weighted average except Solitaires which is valued on specific identification basis.

• Work-in-progress and finished goods (other than gold) are valued at weighted average cost of production.

• Gold is valued on First-in-First-out basis.

Cost comprises all costs of purchase including duties and taxes (other than those subsequently recoverable by the Company), freight inwards and other expenditure directly attributable to acquisition. Work in progress and finished goods include appropriate proportion of overheads.

Unfixed gold is valued at the provisional gold price prevailing on the period closing date.

Net realisable value represents the estimated selling price for inventories less estimated costs of completion and costs necessary to make the sale.

Foreign currency transactions

Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

As at the reporting date, foreign currency monetary items are translated using the closing rate and non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Exchange gains and losses arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the year or in previous financial statements are recognised in the Statement of Profit or Loss in the year in which they arise.

Revenue recognition

• Sale of goods: The Company maintains both physical stores and an online platform for business with its customers. The mode of operation in case of physical stores include franchise owned & Company operated stores, Company owned & Company operated stores, shop-in-shop and corporate arrangements. The Company recognizes revenue when the control of goods being sold is transferred to the customer and when there are no longer any unfulfilled obligations. The performance obligations in the contracts are fulfilled based on various customer terms including at the time of delivery of goods or upon dispatch based on various distribution channels.

The Company acts as the principal in its revenue arrangements and the franchisees qualify as agents, since it typically controls the goods or services before transferring them to the customer.

Revenue is measured based on the transaction price, which is the consideration, net of customer incentives, discounts, variable considerations, payments made to customers, right of return and other similar charges, as specified in the contract with the customer. Additionally, revenue excludes taxes collected from customers, which are subsequently remitted to governmental authorities.

For contracts that permit the customer to return an item, revenue is recognised to the extent that is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

Therefore, the amount of revenue recognised is adjusted for expected returns, which are estimated based on the historical data. In these circumstances, a refund liability and a right to recover returned goods assets are recognised. The right to recover returned goods asset is measured after reducing the average gross margin from the estimated refund liability. The refund liability is included in other current liabilities and right to recover returned goods is included in other current assets. The Company reviews its estimate of expected returns at each reporting date and updates the amounts of the assets and liability accordingly.

Interest income is recognized on a time proportion basis, taking into account the amount outstanding and the rate applicable.

• Gift vouchers: The amount collected on sale of a gift voucher is recognized as a liability and transferred to revenue (sales) on redemption by the customers.

Employee benefits

• Short-term obligations

Liabilities for salaries, including other monetary and non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

• Post-employment obligations

The Company operates the following post-employment schemes:

defined contribution plans - provident fund

defined benefit plans - gratuity plans

Defined contribution plans

The Companys contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Defined benefit plans

For defined benefit plans in the form of gratuity (unfunded), the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the tenor of the related obligation. The liability or asset recognized in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the end of the reporting period. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurements of the net defined liability, comprising of actuarial gains and losses, are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive Income (OCI) in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Change in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the profit or loss as past service cost.

Compensated absences

The Group offers a leave encashment policy as part of compensated absences, which is categorized as a shortterm benefit. Employees become eligible for earned leaves after successfully completing their probation period. Once confirmed, earned leaves accrue on a monthly basis. The company also allows employees to carry forward a specific number of unused leave days from the previous year to the next anniversary cycle. Leave encashment will be provided to an employee upon their departure from the company, based on a specified number of unused leaves from their carried-forward balance. The provision for this benefit is estimated and measured on an undiscounted basis.

Earlier the Group has leave encashment policy in the form of compensated absence which is considered as a longterm benefit and accordingly the provision was reocgnised based on actuarial valuation.

Share based payments

Employees of the Company receive remuneration in the form of employee option plan of the Company (equity settled instruments) for rendering services over a defined vesting period. Equity instruments granted to the employees of the Company are measured by reference to the fair value of the instrument at the date of grant. The expense is recognised in the statement of profit and loss with a corresponding increase in equity (stock options outstanding account). The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortisation). At the end of each period, the Company revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in the statement of profit and loss, with a corresponding adjustment to equity. The stock option compensation expense is determined based on the Companys estimate of equity instruments that will eventually vest.

The cost of the share based payments is determined by the fair value at the date when the grant is made using the Black-Scholes Model. The expected term of an option is estimated based on the vesting term and contractual life

of the option. Expected volatility during the expected term of the option is based on the historical volatility of similar companies. Risk free interest rates are based on the government securities yield in effect at the time of the grant.

Consolidation of ESOP Trust and Treasury Shares

The Holding Company has established a private trust BlueStone Jewellery and Lifestyle Private Limited Management Stock Transfer trust for providing share-based payment to its employees. The Holding Company uses the Trust as a vehicle for distributing shares to employees under the Employee Stock Option Scheme. The Trust purchase shares of the Holding Company from the market, for giving shares to employees. The Holding Company treats the Trust as its extension, consequently, the operations of the Trust are included in the financial statements of the Group. The shares held by the Trust are treated as treasury shares. Own equity instruments that are re-acquired (treasury shares) are recognised at cost and deducted from other equity.

The Holding Company has granted a loan to the trust for acquisition of its shares from the secondary market. The loan to the Trust is eliminated against the loan from the Holding Company as appearing in the books of the Trust.

During the current year, the Trust has transferred all of its holdings to its employees and its beneficiaries and no longer possesses any shares in the Company.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments are recognised in the Companys balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly attributable to financial assets and liabilities other than financial assets and liabilities measured at fair value through profit and loss (FVTPL) are added to or deducted from the fair value of the financial assets or liabilities, as appropriate on initial recognition. Transaction costs directly attributable to acquisition of financial assets or liabilities measured at FVTPL are recognized immediately in the Statement of Profit and Loss.

Financial Assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Trade receivables are initially measured at transaction price.

Classification and Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in three categories:

Financial assets carried at amortised cost

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through other comprehensive income (FVOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss ("ECL") model for measurement and recognition of impairment loss. The Company follows ‘simplified approach for recognition of impairment loss allowance on receivables and unbilled revenues. The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognising impairment loss allowance based on 12 month ECL.

Lifetime ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12-months after the reporting date.

ECL impairment loss allowance (or reversal) is recognised as an income/expense in the statement of profit and loss during the year.

The Group generally operates on a cash and carry model except in the case of franchisee partners where there are adequate controls in place, and hence the expected credit loss allowance for trade receivables is insignificant. The concentration of credit risk is also limited due to the fact that the customer base is large and unrelated.

Derecognition of financial assets

A financial asset is derecognised only when the Company:

• has transferred the rights to receive cash flows from the financial asset; or

• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Where the entity has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the entity has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset.

Financial liabilities

Initial recognition and measurement

Financial liabilities are initially measured at fair value, net of directly attributable transaction costs. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss - Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as fair value through profit or loss. Compulsorily convertible preference shares and optionally convertible redeemable preference shares are designated and measured at FVTPL on initial recognition if they meet the definition of a liability as per Ind AS 32.

Financial liabilities at amortised cost (Loans and borrowings) - After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the Companys obligations are discharged or cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original

financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivative financial instruments

"The Company has adopted fair value hedge for the derivative contracts entered into and designated derivative contracts or non-derivative financial liabilities as hedging instruments to mitigate the risk of change in fair value of hedged item due to movement in commodity prices. Changes in the fair value of hedging instruments and hedged items that are designated and qualify as fair value hedges are recorded in the Statement of Profit and Loss with an adjustment to the carrying value of the hedged item. Hedge accounting is discontinued when the Company revokes the hedge relationship, the hedging instrument or hedged item expires or is sold, terminated, or exercised or no longer meets the criteria for hedge accounting.

Company designates derivative contracts as hedging instruments to mitigate the risk of change in fair value of hedged item i.e. fixed gold inventory due to movement in gold prices. The Company also designated the trade payables pertaining to gold taken on loan from banks (‘unfixed gold) as a fair value hedge to the corresponding gold inventory purchased on loan."

Income tax

The income tax expense or credit for the period is the tax payable on the current periods taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax is calculated on the basis of the tax rates and the tax laws enacted by the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation. It establishes provisions or make reversals of provisions made in earlier years, where appropriate, on the basis of amounts expected to be paid to / received from the tax authorities.

Deferred tax is recognized for all the temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the restated financial information, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognized and carried forward only if it is probable that sufficient future taxable amounts will be available against which such deferred tax asset can be realised.

Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

The carrying amount of deferred tax assets are reviewed at each Balance Sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilised.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax assets and liabilities and the deferred tax balances relate to the same taxable authority. Current tax assets and liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of managements best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

Contingent Liabilities

Contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company, or a present obligation that arises from past events where it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the restated financial information.

Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash on hand, amount at banks and other short-term deposits with an original maturity of three months or less that are readily convertible to known amount of cash and, which are subject to an insignificant risk of changes in value.

For the purpose of cash flow statement, cash and cash equivalent includes cash on hand, in banks, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less, net of outstanding bank overdrafts that are repayable on demand and are considered part of the cash management system.

Cash flow statement

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a noncash nature, any deferrals or accruals of past or future operating cash receipts or payments

and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies during Fiscal 2025, 2024 and 2023.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Revenue from operations comprises sale of products which includes our diamond, gold, platinum, gemstone and pearl jewellery.

Other Income

Other income includes (i) interest on fixed deposits and others; (ii) profit on sale of property, plant and equipment (net); (iii) gain on mutual fund; (iv) liabilities no longer required written back; (v) Fair value gain on call option ; (vi) unwinding of interest on financial assets carried at amortize cost; (vii) gain on termination of lease; (viii) rent waiver on lease liabilities; and (ix) miscellaneous income which includes insurance claims received, and recovery of shipping and packing charges.

Expenses

Our expenses comprise (i) cost of raw materials consumed; (ii) changes in inventories of finished goods, and work-in-progress; (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortisation expense; and (vi) other expenses.

Cost of Raw Materials Consumed

Cost of raw materials consumed comprise raw material consumed at the end of the relevant Fiscal Changes in Inventory of Finished Goods, and Work-in-Progress

Changes in inventories of finished goods and work-in-progress is calculated based on the inventories at the beginning of year for finished goods and work-in-progress less and inventories at the end of the year for finished goods and work-in-progress.

Employee Benefits Expense

Employee benefit expense comprises (i) salaries, and wages; (ii) contribution to provident and other funds; (iii) gratuity expenses; (iv) expense on employee stock option scheme; and (v) staff welfare expenses.

Finance Costs

Finance costs include: (i) interest expense on (A) term loans from banks and financial institutions; (B) debentures; (C) delayed payment of taxes; (D) franchisee and (E) lease liability; and (ii) other borrowings costs which includes loan processing charges.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses comprise (i) depreciation of property, plant and equipment; (ii) amortization of other intangible assets; and (iii) depreciation on right-of-use assets.

Other Expenses

Other expenses primarliy comprises (i) power and fuel; (ii) certification and hallmark charges; (iii) job work charges; (iv) contract labour charges; (v) consumables; (vi) security charges; (vii) bank charges; (viii) insurance; (ix) repairs and maintenance - buildings; (x) rates and taxes; (xi) advertisement and marketing costs; (xii) payment gateway charges; (xiii) shipping charges; (xiv) brokerage and commission; (xv) printing and stationery expenses; (xvi) postage and courier charges; (xvii) software and web development charges; (xviii) recuitment charges; (xix) bad debt written off; (xx) advances written off; (xxi) rent; (xxii) legal and professional charges; (xxiii) technology and communication expenses; (xxiv) technology and communication expenses; (xxv) auditors remuneration; (xxvi) phantom option expenses; and (xxvii) miscellaneous expenses.

Key components of other expenses are explained below:

• Power and fuel comprises electricity charges and generator running expenses.

• Certification and hallmark charges towards certification of jewellery.

• Advertisement and marketing costs primarily comprises expenses towards advertisement and social media platforms.

• Payment gateway charges towards point of sale terminals and web payment providers.

• Job work charges towards manufacturing of merchandise.

• Contract labour charges towards manufacturing of merchandise.

• Rent expense towards our stores, payable to landlords / lessors / mall developers.

Further, during Fiscal 2017 the scheme titled "BlueStone Jewellery and Lifestyle Private Limited - Phantom Option Scheme 2016" ("POS 2016") was approved by our Board.

The objective of the POS 2016 is to reward the former employees and non-employee associates for their for their performance and contribution towards the growth and profitability of the Company, since the Company had not adopted an employee stock option plan at that stage. Under the scheme, the Company had granted an aggregate of 105,215 options of former employees and 4,500 options to non-employees, aggregating to 109,715 options to former employees and non-employee associates. During Fiscal 2023, Board of Directors had approved settlement by liquidating all of the outstanding options granted under the Phantom Options scheme for cash at a liquidation price of Rs. 2,453.55 per option.

During Fiscal 2025, our Company no liability towards such phantom options.

RESULTS OF OPERATIONS FOR FISCAL 2025, 2024 AND 2023

The following table sets forth certain information with respect to our results of operations for Fiscal 2025, 2024 and 2023:

Particulars	Fiscal
	2025		2024		2023
	(Consolidated)		(Standalone)		(Standalone)
	(Rs. million)	Percentage of Total Income	(Rs. million)	Percentage of Total Income	(Rs. million)	Percentage of Total Income
		(%)		(%)		(%)
Income
Revenue from operations	17,700.02	96.72	12,658.39	97.11	7,707.26	97.82
Other income	600.34	3.28	376.52	2.89	171.68	2.18
Total Income Expenses	18,300.36	100.00	13,034.91	100.00	7,878.94	100.00
Cost of raw materials consumed	17,215.35	94.07	12,346.71	94.72	7,176.00	91.08
Change in inventories of finished goods, work-in-progress and stock-in-trade	(6,230.46)	(34.05)	(4,803.30)	(36.85)	(1,924.79)	(24.43)
Employee benefits expense	2,026.02	11.07	1,384.25	10.62	911.96	11.57
Finance costs	2,075.45	11.34	1,376.71	10.56	666.85	8.46
Fair value loss on financial liabilities at fair value through profit or loss

 

Particulars	Fiscal
	2025		2024		2023
	(Consolidated)		(Standalone)		(Standalone)
	(Rs. million)	Percentage of Total Income	(Rs. million)	Percentage of Total Income	(Rs. million)	Percentage of Total Income
		(%)		(%)		(%)
Depreciation and amortization expense	1,474.89	8.06%	952.66	7.31	616.94	7.83
Other expenses	3,938.04	21.52%	3,200.24	24.55	2,104.42	26.71
Total expenses	20,499.29	112.02%	14,457.27	110.91	9,551.38	121.23
Loss before share of profit / (loss) of associate and tax	(2,198.93)	(12.02)%
Share of loss in Associate	(19.44)	(0.11)%	-	-	-	-
Loss before tax	(2,218.37)	(12.12)%	(1,422.36)	(10.91)	(1,672.44)	(21.23)
Tax expense:
Current tax	-	-	-	-	-	-
Deferred tax charges	-	-	-	-	-	-
Income tax expenses	-	-	-	-	-	-
Loss for the year	(2,218.37)	(12.12)%	(1,422.36)	(10.91)	(1,672.44)	(21.23)
Other comprehensiv	e income
Items that will not be	reclassified to ]	rrofit or loss
i. Remeasurement of the defined benefit plans	(8.10)	(0.04)%	9.77	0.07	1.41	0.02
ii. Income tax on (i) above	-	-	-	-	-	-
Net other comprehensive income for the year, net of tax	(8.10)	(0.04)%	9.77	0.07	1.41	0.02
Total comprehensive loss for the year	(2,226.47)	(12.17)%	(1,412.59)	(10.84)	(1,671.03)	(21.21)

 

Particulars	Financial Year ended
	March 31, 2025	March 31, 2024	March 31, 2023
Earnings per equity share
- Basic (in Rs.)*	(79.74)	(78.36)	(92.14)
- Diluted (in Rs.)*	(79.74)	(78.36)	(92.14)
* Earning per equity share at face value of Rs. 1.

Our earnings per equity share have increased between Fiscal 2023 and Fiscal 2025 primarily on account of increase in our equity base.

Total Borrowings

Our total borrowings increased from Rs. 2,284.18 million, as of March 31, 2023 to Rs. 4,304.26 million, as of March 31, 2024 on account of expansion in our business operations and was Rs. 7,286.18 million, as of March 31, 2025.

FISCAL 2025 COMPARED TO FISCAL 2024

Total Income

Total income increased by 40.39% from Rs. 13,034.91 million in Fiscal 2024 to Rs. 18,300.36 million in Fiscal 2025 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue from Operations

Revenue from operations increased by 39.83% from Rs. 12,658.39 million in Fiscal 2024 to Rs. 17,700.02 million in Fiscal 2025 primarily on account of an increase in sale of products. This has been driven by our same store sales growth in existing stores, rising vintage of stores and higher inventory, as well as addition of new stores.

Other Income

Other income increased from Rs. 376.52 million in Fiscal 2024 to Rs. 600.34 million in Fiscal 2025 to primarily on account of an increase in (i) interest on fixed deposits from Rs. 250.58 million in Fiscal 2024 to Rs. 351.78 million in Fiscal 2025; (ii) gain on mutual fund from nil in Fiscal 2024 to Rs. 39.31 million in Fiscal 2025; (iii) fair value gain on call option from nil in Fiscal 2024 to Rs. 52.16 million in Fiscal 2025 pursuant to the shareholders agreement dated January 6, 2025, with Ethereal House Private Limited ("Ethereal"); (iv) unwinding of interest on financial assets carried at amortized cost from nil in Fiscal 2024 to Rs. 28.23 million in Fiscal 2025; and (v) increase in miscellaneous income from Rs. 1.84 million in Fiscal 2024 to Rs. 18.98 million in Fiscal 2025.

This increase was offset marginally by liabilities no longer required written back from Rs. 96.71 million Fiscal 2024 to Rs. 95.16 million in Fiscal 2025 and profit on sale of property plant and equipment (net) from Rs. 19.43 million in Fiscal 2024 to no such profit in Fiscal 2025.

Expenses

Total expenses increased by 41.79% from Rs. 14,457.27 million in Fiscal 2024 to Rs. 20,499.29 million in Fiscal 2025 to primarily on account of an increase in (i) cost of raw materials consumed; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortization expense; and (v) other expenses.

Cost of raw materials consumed

Cost of raw materials consumed increased by 39.43% from Rs. 12,346.71 million in Fiscal 2024 to Rs. 17,215.35 million in Fiscal 2025 to primarily on account of corresponding increase in revenues.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade was Rs. (6,230.46) million in Fiscal 2025 compared to Rs. (4,803.30) million in Fiscal 2024. Inventories at the end of the year in Fiscal 2024 was Rs. 7,905.06 million while inventories at the beginning of the year was Rs. 3,101.76 million. In Fiscal 2025, inventories at the end of the year was Rs. 14,135.52 million while inventories at the beginning of the year was Rs. 7,905.06 million.

Employee Benefits Expense

Employee benefits expense increased by 46.36% from Rs. 1,384.25 million in Fiscal 2024 to Rs. 2,026.02 million in Fiscal 2025 to primarily on account of increase in (i) salaries and wage by 38.88% from Rs. 980.58 million in Fiscal

2024 to Rs. 1,361.79 million in Fiscal 2025 on account of increasing scale of our operations and addition of new stores; (ii) contribution to provident fund and other funds by 25.17% from Rs. 33.69 million in Fiscal 2024 to Rs. 42.17 million in Fiscal 2025; (iii) expense on employee stock option scheme by 75.13% from Rs. 292.58 million in Fiscal 2024 to Rs. 512.39 million in Fiscal 2025 on account of employee incentives and new hires; and (v) staff welfare expenses by 67.70% from Rs. 60.62 million in Fiscal 2024 to Rs. 101.66 million in Fiscal 2025 on account of driven by corresponding increase in new hires.

Finance Costs

Finance costs increased by 50.75% from Rs. 1,376.71 million in Fiscal 2024 to Rs. 2,075.45 million in Fiscal 2025 primarily on account of increase in interest expense on: (i) term loans from banks and financial institutions by 115.80% from Rs. 280.09 million in Fiscal 2024 to Rs. 604.42 million in Fiscal 2025 on account of increased borrowings for working capital requirements; (ii) debentures from Rs. 289.70 million in Fiscal 2024 to Rs. 460.26 million in Fiscal 2025 on account of increased borrowings for capital expenditure and working capital requirements; (iii) lease liabilities by 66.84% from Rs. 305.30 million in Fiscal 2024 to Rs. 509.36 million in Fiscal

2025 on account of increase in number of stores and other rental properties that include offices and manufacturing facilities; and (iv) other borrowing costs from Rs. 10.68 million in Fiscal 2024 to Rs. 37.32 million in Fiscal 2025.

This was offset by a decrease in franchisee by 5.07% to Rs. 464.09 million in Fiscal 2025 from Rs. 488.87 million in Fiscal 2024.

Depreciation and amortization expense

Depreciation and amortization expense increased by 54.82% from Rs.952.66 million in Fiscal 2024 to Rs.1,474.89 million in Fiscal 2025 primarily on account of increase in: (i) depreciation of property, plant and equipment from Rs.279.97 million in Fiscal 2024 to Rs.445.29 million in Fiscal 2025 (59.05% increase); (ii) amortization of other intangible assets by 98.56% from Rs.2.08 million in Fiscal 2024 to Rs.4.13 million in Fiscal 2025; and (iii) depreciation of right to use assets by 52.92% from Rs.670.61 million in Fiscal 2024 to Rs.1,025.47 million in Fiscal 2025 on account of increase in number of stores and other rental properties that include offices and manufacturing facilities.

Other Expenses

Other expenses increased by 23.05% from Rs. 3,200.24 million in Fiscal 2024 to Rs. 3,938.04 million in Fiscal 2025. This increase was primarily on account of an increase in production and addition of inventory.

• Power and fuel by 59.92% from Rs. 110.10 million in Fiscal 2024 to Rs. 176.07 million in Fiscal 2025;

• Contract labour charges by 149.25% from Rs. 249.02 million in Fiscal 2024 to Rs. 620.67 million in Fiscal 2025; and

• Advertisement and marketing costs by 28.12% from Rs. 1,242.30 million in Fiscal 2024 to Rs. 1,591.66 million in Fiscal 2025;

This increase however, was offset by a decrease in:

• Job work charges to Rs. 251.12 million in Fiscal 2025 compared to Rs. 374.91 million in Fiscal 2024; and

• Brokerage and commission to Rs. 58.34 million in Fiscal 2025 compared to Rs. 271.09 million in Fiscal 2024 on account of conversion of Franchisee Stores into Company Stores.

Loss before Tax

For the reasons discussed above, loss before tax was Rs. 2,218.37 million in Fiscal 2025 compared to loss before tax of Rs. 1,422.36 million in Fiscal 2024.

Loss for the Year

For the reasons discussed above, loss for the year was Rs. 2,218.37 million in Fiscal 2025 compared to loss before tax of Rs. 1,422.36 million in Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023 Total Income

Total income increased by 65.44% from t 7,878.94 million in Fiscal 2023 to t 13,034.91 million in Fiscal 2024 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue from Operations

Revenue from operations increased by 64.24% from t 7,707.26 million in Fiscal 2023 to t 12,658.39 million in Fiscal 2024 primarily on account of an increase in sale of products. This has been driven by our same store sales growth in existing stores, rising vintage of stores and higher inventory, as well as addition of new stores.

Other Income

Other income increased from t 171.68 million in Fiscal 2023 to t 376.52 million in Fiscal 2024 primarily on account of an increase in (i) interest on fixed deposits from t 97.86 million in Fiscal 2023 to t 250.58 million in Fiscal 2024; (ii) profit on sale of property, plant and equipment (net) from nil in Fiscal 2023 to t 19.43 million in Fiscal 2024 on account of sales of assets to franchisees; (iii) liabilities no longer required written back by 75.84% from t 55.00 million in Fiscal 2023 to t 96.71 million in Fiscal 2024; and (iv) gain on termination of lease by 43.42% from t 5.55 million in Fiscal 2023 to t 7.96 million in Fiscal 2024.

This increase was offset to an extent by a decrease in unwinding of interest on financial assets carried at amortized cost to nil in Fiscal 2024 from t 11.32 million in Fiscal 2023.

Expenses

Total expenses increased by 51.36% from t 9,551.38 million in Fiscal 2023 to t 14,457.27 million in Fiscal 2024 primarily on account of an increase in (i) cost of raw materials consumed; (ii) change in inventories of finished goods, work-in-progress and stock-in-trade; and (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortization expense; and (vi) other expenses.

Cost of raw materials consumed

Cost of raw materials consumed increased by 72.06% from t 7,176 million in Fiscal 2023 to t 12,346.71 million in Fiscal 2024 primarily on account of corresponding increase in revenues.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade was t (4,803.30) million in Fiscal 2024 compared to t (1,924.79) million in Fiscal 2023. Inventories at the end of the year in Fiscal 2023 was t 3,101.76 million while inventories at the beginning of the year was t 1,176.97 million. For Fiscal 2024, inventories at the end of the year was t 7,905.06 million while inventories at the beginning of the year was t 3,101.76 million.

Employee Benefits Expense

Employee benefits expense increased by 51.79% from t 911.96 million in Fiscal 2023 to t 1,384.25 million in Fiscal 2024 primarily on account of increase in (i) salaries and wage by 52.41% from t 643.38 million in Fiscal 2023 to t 980.58 million in Fiscal 2024 on account of increasing scale of our operations and addition of new stores; (ii) contribution to provident fund and other funds by 60.81% from t 20.95 million in Fiscal 2023 to t 33.69 million in Fiscal 2024; (iii) gratuity expenses by 53.80% from t 10.91 million in Fiscal 2023 to t 16.78 million in Fiscal 2024; (iv) expense on employee stock option scheme by 50.45% from t 194.47 million in Fiscal 2023 to t 292.58 million in Fiscal 2024 on account of employee incentives and new hires; and (v) staff welfare expenses by 43.48% from t 42.25 million in Fiscal 2023 to t 60.62 million in Fiscal 2024 on account of driven by corresponding increase in employees and wages paid.

Finance Costs

Finance costs increased from t 666.85 million in Fiscal 2023 to t 1,376.71 million in Fiscal 2024 primarily on account of increase in interest expense on: (i) term loans from banks & financial institutions by 88.91% from t 148.27 million in Fiscal 2023 to t 280.09 million in Fiscal 2024 on account of increased borrowings for working capital requirements; (ii) debentures from t 29.74 million in Fiscal 2023 to t 289.70 million in Fiscal 2024 on

account of increased borrowings for capital expenditure and working capital requirements; (iii) delayed payment of taxes from Rs. 0.46 million in Fiscal 2023 to Rs. 2.07 million in Fiscal 2024; (iv) franchisee by 85.33% from Rs. 263.79 million in Fiscal 2023 to Rs. 488.87 million in Fiscal 2024 on account of additional franchisee stores and higher revenue share based on performance of such stores; and (v) lease liabilities by 44.70% from Rs. 210.99 million in Fiscal 2023 to Rs. 305.30 million in Fiscal 2024 on account of increase in number of stores and other rental properties that include offices and manufacturing facilities.

This was offset by a decrease in other borrowing costs by 21.47% to Rs. 10.68 million in Fiscal 2024 from Rs. 13.60 million in Fiscal 2023.

Depreciation and amortization expense

Depreciation and amortization expense increased by 54.42% from Rs. 616.94 million in Fiscal 2023 to Rs. 952.66 million in Fiscal 2024 primarily on account of increase in (i) depreciation of property, plant and equipment from Rs. 137.67 million in Fiscal 2023 to Rs. 279.97 million in Fiscal 2024; (ii) amortization of other intangible assets by 3.48% from Rs. 2.01 million in Fiscal 2023 to Rs. 2.08 million in Fiscal 2024; and (iii) depreciation of right to use assets by 40.51% from Rs. 477.26 million in Fiscal 2023 to Rs. 670.61 million in Fiscal 2024 on account of increase in number of stores other rental properties that include offices and manufacturing facilities.

Other Expenses

Other expenses increased by 52.07% from Rs. 2,104.42 million in Fiscal 2023 to Rs. 3,200.24 million in Fiscal 2024. This increase was primarily on account of an increase in production and addition of inventory.

• Power and fuel by 86.33% from Rs. 59.09 million in Fiscal 2023 to Rs. 110.10 million in Fiscal 2024;

• Job work charges from Rs. 108.72 million in Fiscal 2023 to Rs. 374.91 million in Fiscal 2024;

• Contract labour charges from Rs. 179.73 million in Fiscal 2023 to Rs. 249.02 million in Fiscal 2024;

• Repairs and maintenance on buildings from Rs. 7.27 million in Fiscal 2023 to Rs. 60.68 million in Fiscal 2024 on account of upgrading of stores, office and manufacturing facilities;

• Advertisement and marketing costs by 47.65% from Rs. 841.40 million in Fiscal 2023 to Rs. 1,242.30 million in Fiscal 2024;

• Brokerage & commission from Rs. 117.21 million in Fiscal 2023 to Rs. 271.09 million in Fiscal 2024 on account of additional franchisee stores and higher revenue share based on performance of such stores and new stores signings;

• Advances written off from Rs. 4.87 million in Fiscal 2023 to Rs. 25.02 million in Fiscal 2024 on account of recoverability assessment of pending advances;

• Office maintenance by 66.55% from Rs. 85.14 million in Fiscal 2023 to Rs. 141.80 million in Fiscal 2024 on account of increase in area leased for our manufacturing facilities and offices; and

• Miscellaneous expenses from Rs. 3.82 million in Fiscal 2023 to Rs. 19.22 million in Fiscal 2024 on account of expenses at stores towards customer refreshments / entertainment.

This increase however, was offset by a decrease in:

• Consumables to Rs. 50.39 million in Fiscal 2024 compared to Rs. 60.07 million in Fiscal 2023;

• Shipping charges to Rs. 74.77 million in Fiscal 2024 compared to Rs. 76.89 million in Fiscal 2023 on account increase in revenues;

• Recruitment charges to Rs. 4.61 million in Fiscal 2024 compared to Rs. 5.69 million in Fiscal 2023;

• Legal and professional charges to Rs. 100.88 million in Fiscal 2024 compared to Rs. 119.47 million in Fiscal

2023;

• Travelling and conveyance expenses to t 46.06 million in Fiscal 2024 compared to t 50.40 million in Fiscal 2023;

• Provision for balance with government authorities to nil in Fiscal 2024 compared to t 72.18 million in Fiscal 2023 based on assessment that provisioning was no longer required in Fiscal 2024;

• Provision for expected credit loss to nil in Fiscal 2024 compared to t 0.96 million in Fiscal 2023; and

• Loss on sale of property, plant and equipment to nil in Fiscal 2024 compared to t 3.94 million in Fiscal 2023.

Loss before Tax

For the reasons discussed above, loss before tax was t 1,422.36 million in Fiscal 2024 compared to loss before tax of t 1,672.44 million in Fiscal 2023.

Loss for the Year

For the reasons discussed above, loss before tax was t 1,422.36 million in Fiscal 2024 compared to loss before tax of t 1,672.44 million in Fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through debt financing, owned funds and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short-term working capital requirements. Further, we believe that after taking into account the expected cash to be generated from our business and operations, the Net Proceeds from the Fresh Issue and the proceeds from our existing bank loans, we will have sufficient capital to meet our anticipated capital requirements for our working capital and capital expenditure requirements for the 12 months following the date of this Red Herring Prospectus.

CASH FLOWS

The following table sets forth certain information relating to our cash flows in the periods indicated:

Particulars	Fiscal
	2025	2024	2023
	(Consolidated)	(Standalone)	(Standalone)
	(Rs. million)
Net cash (used in) / generated from operating activities	(6,658.28)	(1,811.64)	271.34
Net cash (used in) / generated from investing activities	(842.33)	(3,816.48)	(2,048.30)
Net cash (used in) / generated from financing activities	7,397.01	5,948.47	1,960.84
Net increase/(decrease) in cash and cash equivalents	(103.60)	320.35	183.88
Cash and cash equivalents at the end of the period / year	487.75	591.35	271.00

Operating Activities

Fiscal 2025

Net cash used in operating activities was t 6,658.28 million. Loss before tax was t 2,218.37 million. Adjustments for non-cash items and other adjustments consisted of depreciation and amortisation of t 1,474.89 million; expense on employee stock option scheme of t 512.39 million; finance costs of t 2,038.13 million, interest income of t 351.78 million; loss on sale of property, plant and equipment (net) of t 19.48 million; rent waiver on lease liabilities of t 3.88 million; gain on mutual fund of t 39.31 million; liabilities no longer required written back of t 95.16 million; gain on termination of lease of t 10.84 million; and unwinding of interest on financial assets carried at amortised cost of t 28.23 million. Operating profit before working capital changes were t 1,264.60 million. Working capital adjustments included increase in inventories of t 6,613.26 million on account of more merchandise selection at our existing stores and opening of new stores with higher levels of merchandise at such stores. Further increase in gold, diamond, platinum and other precious material prices also contributed to increase

in inventory value; increase in trade receivables of t 32.29 million; decrease in loans of t 0.39 million; decrease in other financial assets of t 216.34 million; increase in other assets of t 723.34 million; decrease in trade payables of t 424.98 million; decrease in gold on loan of t 559.08 million; decrease in other financial liabilities of t 547.42 million; increase in provisions of t 1.35 million and increase in other current liabilities of t 840.55 million. Cash used in from operations in Fiscal 2025 was t 6,577.14 million. Income tax paid (net) was t 81.14 million.

Fiscal 2024

Net cash used in operating activities was t 1,811.64 million. Loss before tax was t 1,422.36 million. Adjustments for non-cash items and other adjustments consisted of depreciation and amortisation of t 952.66 million; expense on employee stock option scheme of t 292.58 million; finance costs of t 1,366.03 million, interest income of t250.58 million; profit on sale of property, plant and equipment (net) of t19.43 million; bad debts written off of t 2.75 million; provision for doubtful debt and other receivables of t 1.20 million; liabilities no longer required written back of t96.71 million and gain on termination of lease of t7.96 million. Operating profit before working capital changes were t 818.18 million. Working capital adjustments included increase in inventories of t 5,959.04 million on account of more merchandise selection at our existing stores and opening of new stores with higher levels of merchandise at such stores. Further increase in gold, diamond, platinum and other precious material prices also contributed to increase in inventory value; increase in trade receivables of t 17.07 million; decrease in loans of t 11.68 million; increase in other financial assets of t 520.42 million; increase in other assets of t 319.12 million; increase in trade payables of t 1,480.43 million; increase in gold on loan of t 2,212.19 million; decrease in other financial liabilities of t 320.50 million; increase in provisions of t 15.21 million and increase in other current liabilities of t 810.43 million. Cash used in from operations in Fiscal 2024 was t 1,788.03 million. Income tax paid (net) was t 23.61 million.

Fiscal 2023

Net cash generated from operating activities was t 271.34 million. Loss before tax was t 1,672.44 million. Adjustments for non-cash items and other adjustments consisted of depreciation and amortisation of t 616.94 million; expense on employee stock option scheme of t 194.47 million; finance costs of t 653.25 million, interest income of t 97.86 million; loss on sale of property, plant and equipment (net) of t 3.94 million; provision for balance with government authorities of t 72.18 million on account of GST; liabilities no longer required written back of t 55.00 million and unwinding of interest on financial assets carried at amortised cost of t 11.32 million. Operating loss before working capital changes were t 300.01 million. Working capital adjustments included increase in inventories of t 2,291.94 million; decrease in trade receivables of t 37.86 million; increase in loans of t 2.99 million; increase in other financial assets of t 534.80 million; increase in other assets of t 410.90 million; increase in trade payables of t 50.31 million; increase in gold on loan of t 1,383.94 million; increase in other financial liabilities of t 2,025.35 million; decrease in provisions of t 253.92 million and increase in other current liabilities of t 573.70 million. Cash generated from operations in Fiscal 2023 was t 276.61 million. Income tax paid (net) was t 5.27 million.

Investing Activities

Fiscal 2025

Net cash used in investing activities was t 842.33 million in Fiscal 2025, primarily on account of investment in mutual funds of t 3,395.00 million; payment for purchase of property, plant and equipment of t 1,669.91 million and investment in associate of t 105.00 million, redemption of fixed deposits (net) of t 1,024.12 million, redemption of mutual funds of t 2,925.96 million, proceeds from sale of property, plant and equipment of t 7.80 million and interest received on fixed deposits of t 369.70 million.

Fiscal 2024

Net cash used in investing activities was t 3,816.48 million in Fiscal 2024, primarily on account of investment in fixed deposits of t 3,276.26 million; payment for purchase of property, plant and equipment of t 989.08 million, proceeds from sale of property, plant and equipment of t 172.34 million and interest received on fixed deposits of t 276.52 million.

Fiscal 2023

Net cash used in investing activities was t 2,048.30 million in Fiscal 2023, primarily on account of investment in fixed deposits of t 1,394.11 million; payment for purchase of property, plant and equipment of t 900.74 million,

proceeds from sale of property, plant and equipment of t 189.54 million and interest received on fixed deposits of t 57.01 million.

Financing Activities

Fiscal 2025

Net cash generated from financing activities was t 7,397.01 million, primarily on account of interest paid of t 1,526.95 million; proceeds from issue of equity shares of t 1,092.97; proceeds from issue of preference shares of 5,978.39 million, proceeds from borrowings of t 8,254.26 million; repayment of borrowings of t 5,272.34 million and repayment of lease liabilities of t 1,129.32 million.

Fiscal 2024

Net cash generated from financing activities was t 5,948.47 million, primarily on account of interest paid of t 1,056.65 million; proceeds from issue of preference shares of 5,877.53 million, Settlement of cash settled ESOP liability of t 117.96 million; proceeds from borrowings of t 4,393.28 million; repayment of borrowings of t 2,373.20 million and repayment of lease liabilities of t 774.53 million.

Fiscal 2023

Net cash generated from financing activities was t 1,960.84 million, primarily on account of interest paid of t 434.10 million; proceeds from issue of equity shares of t 90.20 million; proceeds from issue of preference shares of t 756.99 million, proceeds from borrowings of t 2,125.69 million; repayment of borrowings of t 65.01 million and repayment of lease liabilities of t 512.93 million.

INDEBTEDNESS

As of March 31, 2025, we had total borrowings (consisting of non-current borrowings of t 1,972.83 million and current borrowings of t 5,313.35 million) of t 7,286.18 million. Our net debt to equity ratio was 0.66 as at March 31, 2025.

The following table sets forth certain information relating to our total borrowings as of March 31, 2025, and our repayment obligations in the periods indicated:

Particulars	As of March 31, 2025
	Payment due by period
	(Rs. million)
	Total	Not later than 1	1-3 years	3-5 years	More than 5
		year			years
Borrowings	7,286.18	5,313.35	1,971.71	1.12	-
Total	7,286.18	5,313.35	1,971.71	1.12	-

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2025, we did not have any contingent liabilities that have not been accounted for in our Restated Financial Information.

Commitments and contingencies

As of March 31, 2025, we did not have any commitments and contingencies in our Restated Financial Information.

Except as disclosed in the Restated Financial Information or elsewhere in this Red Herring Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table sets forth certain information relating to our future commitments:

Particulars			As of March 31, 2025
			Payment due by period
	Total	Less than 1 year	1-3 years (Rs. million)	3-5 years	More than 5 years
Capital commitment (Net of advances)	248.30	248.30	- -		-

CAPITAL EXPENDITURES

In Fiscal 2025, 2024 and 2023, our capital expenditure towards additions to property, plant and equipment, right- of-use assets, capital work-in-progress, and other intangible assets were Rs. 6,049.52 million, Rs. 2,735.52 million and Rs. 3,149.67 million, respectively. The following table sets forth our non-current assets for period / Fiscals indicated:

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
	(Consolidated)	(Standalone)	(Standalone)
		(Rs. million)
Property, plant and equipment	2,659.88	1,238.25	853.38
Right-of-use-assets	7,432.77	4,610.36	3,590.00
Capital Work in Progress	53.85	166.64	8.01
Other intangible assets	36.81	1.91	2.91
Total	10,183.31	6,017.16	4,454.30

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include managerial remuneration and sale of products.

For further information relating to our related party transactions, see "Restated Financial Information - Note 36 - Related party disclosures on page 378.

AUDITORS OBSERVATIONS

There have been no reservations, qualifications, matters of emphasis or adverse remarks (including Companies Auditors Reports Order, 2020) in the Restated Financial Information of our Company for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the examination report thereon.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk.

Risk Management Framework

Our Board has overall responsibility for the establishment and oversight of our Companys risk management framework. Our Companys risk management policies are established to identify and analyse the risks faced by our Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our Companys activities.

Our Board oversees how management monitors compliance with our Companys risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

Credit Risk

Credit risk is the potential financial loss resulting from the failure of tenants or counterparties of our Company to settle its financial and contractual obligations, as and when they fall due.

Our Company has an established process to evaluate the creditworthiness of its customers and prospective customers to minimize potential credit risk. Credit evaluations are performed by our Company before agreements are entered into with prospective customers.

Our Company establishes an allowance amount for impairment that represents its estimate of losses in respect of trade and other receivables. The main component of this allowance is estimated losses that relate to shop-in-shop customers, which have been discontinued in Fiscal 2024. The allowance account is used to provide for impairment losses. Subsequently when our Company is satisfied that no recovery of such losses is possible, the financial asset is considered irrecoverable and the amount charged to the allowance account is then written off against the carrying amount of the impaired financial asset.

Cash at bank and fixed deposits are placed with financial institutions which are regulated. As at the reporting date, there is no significant concentration of credit risk. The maximum exposure to credit risk is represented by the carrying value of each financial asset on the balance sheet.

Cash and cash equivalents

Our Company held cash and cash equivalents of Rs. 487.75 million as at March 31, 2025 (March 31, 2024: Rs. 591.35 million and March 31, 2023: Rs. 271.00 million). The cash and cash equivalents are mainly held with banks which are rated AAA- to AA- based on third party ratings. Our Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of counterparties.

Other financial assets

Our Company considers that its other financial assets have low credit risk based on its nature.

Liquidity Risk

Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our Companys approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our Companys reputation.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect our Companys income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

Currency Risk

Our Companys functionally currency is Rs.. Our Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affects our Companys costs of imports, primarily in relation to other services.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency results in our Companys overall debt position in rupee terms without our Company having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in our Companys receivables in foreign currency.

Interest Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companys exposure to the risk of changes in market interest rates relates primarily to its long-term debt obligations with floating interest rates.

The Companys main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk.

Commodity price risk

Our Company is exposed to commodity price risk due to price fluctuations on account of gold prices. The risk management strategy against gold price fluctuation includes procuring gold on loan basis, with a flexibility to fix price of gold at any time during the tenor of the loan. The Company does not enter into or trade financial instruments including derivative financial instruments, for speculative purposes.

We have implemented the Bullion Price Risk Management Policy, adopted by our Board on September 27, 2024 pursuant to which we use derivative instruments for commodity hedging. As per the Bullion Price Risk Management Policy, we undertake partial hedging.

The Company has an outstanding balance of gold on loan amounting to t 3,865.53 million as of March 31, 2025 (t March 31, 2024: 4,424.61 million and March 31, 2023: t 2,212.42 million).

Gold on loan represents amounts payable against gold purchased from various banks under gold on loan scheme with an interest rate of 2.5% - 9% per annum and is payable at monthly intervals. The credit period under the arrangement is up to 180 days from the date of delivery of gold. The amounts are secured against fixed deposits placed by our Company.

For further information, see "Restated Financial Information - Note 41 - Financial instruments - risk management" on page 385.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above under "- Significant Factors Affecting our Results of Operations and Financial Condition"" and the section "Our Business"" on pages 397 and 229, respectively,

respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in " - Significant Factors Affecting our Results of Operations and Financial Condition " and the uncertainties described in "Risk Factors" on pages 397 and 34, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors"", "Our Business"" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 34, 229 and 396, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See "Our Business", "Industry Overview" and "Risk Factors" on pages 229, 181 and 34, respectively, for further information on competitive conditions that we face across our various business verticals.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES

Changes in revenue in the last three Fiscals are as described in " - Fiscal 2025 compared to Fiscal 2024" and "

- Fiscal 2024 compared to Fiscal 2023" above on pages 414 and 416, respectively.

SEGMENT REPORTING

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM"). Our Board assesses the financial performance and position of our Company. Our Managing Director has been identified as the CODM. Our Company operates in one segment only, i.e., jewellery. The CODM evaluates our Companys performance based on the revenue and operating income from the sale of Jewellery. Accordingly, no additional segment disclosure has been made for the business segment.

In terms of geographical segment, since our Company operates only in India, there is only one geographical segment, i.e., India. Accordingly, no additional disclosure has been made for geographical segment information.

For further information, see "Restated Financial Information - Note 45 - Operating segments" on page 391.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Given the nature of our business operations, we are not dependent on any single or few customers for our revenue from operations. There are no transaction with a single external customer which would amount to 10 percent or more of our revenue from operations.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is subject to seasonal variations given festive and other occasions falling in different months and quarters of the Fiscal.

For further information, see "Risk Factors - The seasonality of our business affects our quarterly results and places an increased strain on our operations." on page 41.

MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below and elsewhere in this Red Herring Prospectus, to our knowledge no circumstances have arisen since March 31, 2025 that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months:

Conversion to Preference Shares

Pursuant to the Board resolution dated July 4, 2025, 35,474,930 Preference Shares were converted to 100,224,637 Equity Shares of face value of Rs.1 each vide. For details see, "Capital Structure - Notes to the capital structure

- History of Equity Share capital of our Company" on page 118.

Granting of employee stock options under ESOP 2014

On May 5, 2025, Sudeep Nagar was granted 1,602,557 ESOPs under ESOP 2014. For details see, "Capital Structure - ESOP 2014" on page 147.

Issuance of unlisted secured redeemable non-convertible debentures

Our Company raised Rs.400 million by issuing 800 unlisted, secured, redeemable non-convertible debentures (NCDs) of Rs.500,000 each on a private placement basis. Of these, 400 NCDs were subscribed by Blacksoil India

Credit Fund II, 200 by Blacksoil Capital Private Limited, and 200 by Caspian Impact Investments Private Limited. The NCDs have a tenure of 18 months and carry a coupon rate of 13% per annum. The proceeds were used to meet our working capital requirements.

Raising working capital loan

Our Company has obtained a loan of t 500.00 million from Northern Arc Capital Limited for general corporate purposes including working capital requirements. Additionally, our Company has also obtained a loan of t 250.00 million from Innoven Capital India Private Limited for general corporate purposes.