on the Restated Statement of Assets and Liabilities as at June 30, 2024, March 31, 2024, March 31, 2023, and March 31, 2022, the Restated Statement of Profit or Loss (including other comprehensive income), the Restated Statement of Changes in Equity, and the Restated Statement of Cash Flows along with the Statement of Material Accounting Policies and other explanatory information for the three months period ended June 30, 2024 and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022 of Bluestone Jewellery and Lifestyle Limited (formerly known as Bluestone Jewellery and Lifestyle Private Limited) (collectively, the Restated Financial Information)
The Board of Directors
Bluestone Jewellery and Lifestyle Limited (formerly known as Bluestone Jewellery and Lifestyle Private Limited)
Site no.89/2 Lava Kusha Arcade, Munnekolal Village, Outer Ring Road, Marathahalli, Bangalore-560037, Karnataka, India,
Dear Sirs / Madams,
1. We have examined the Restated Financial Information of Bluestone Jewellery and Lifestyle Limited (formerly known as Bluestone Jewellery and Lifestyle Private Limited) (the Company) as at June 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022, annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus (DRHP), prepared by the Company in connection with its proposed Initial Public Offer of equity shares of face value of Re. 1 each (Offer). The Restated Financial Information, which have been approved by the Board of Directors of the Company (the Board of Directors) at their meeting held on December 10, 2024 and have been prepared by the Company in accordance with the requirements of:
a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the Act);
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the SEBI ICDR Regulations); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended from time to time (the Guidance Note).
2. The Companys Board of Directors is responsible for the preparation of Restated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") in connection with the Offer to be filed with SEBI. The Restated Financial Information have been prepared by the management of the Company in accordance with the basis of preparation stated in Note 2.1 to Annexure V of the Restated Financial Information. The Board of Directors of the Company is responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of Restated Financial Information. The Board of Directors of the Company is also responsible for identifying and ensuring that the Company complies with the Act, the SEBI ICDR Regulations and the Guidance Note.
3. We have examined the Restated Financial Information taking into consideration:
a) the terms of reference and our engagement agreed with you vide our engagement letter dated July 24, 2024 in connection with the Offer;
b) the Guidance Note which also requires that we comply with the ethical requirements as stated in the Code of Ethics issued by the ICAI;
c) the concepts of test check and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and
d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Offer.
4. The Restated Financial Information have been compiled by the management from:
a) the audited Special Purpose Interim Financial Statements of the Company as at and for the three months period ended June 30, 2024 prepared in accordance with the basis of preparation as described in note 2.1 to the Special Purpose Interim Financial Statements (the June 2024 Special Purpose Interim Financial Statements), which have been approved by the Board of Directors at their meeting held on December 10, 2024.
b) the audited Financial Statements of the Company as at and for the year ended March 31, 2024 prepared in accordance with the Indian Accounting Standards, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended (Ind AS), and other accounting principles generally accepted in India, (the March 2024 Financial Statements) which have been approved by the Board of Directors at their meetings held on May 17, 2024.
c) the audited Financial Statements of the Company as at and for the year ended March 31, 2023 prepared in accordance with Ind AS and other accounting principles generally accepted in India, (the March 2023 Financial Statements) which have been approved by the Board of Directors at their meetings held on September 30, 2023.
d) the audited Financial Statements of the Company as of and for the year ended March 31, 2022 prepared in accordance with Ind AS and other accounting principles generally accepted in India, (the March 2022 Financial Statements) which have been approved by the Board of Directors at their meetings held on September 30, 2022.
5. For the purpose of our examination, we have relied on:
a) Auditors reports issued by us dated December 10, 2024 on the Special Purpose Interim Financial Statements of the Company as at and for the three months period ended June 30, 2024, as referred in Paragraph 4(a) above.
Our audit report referred to in above included Emphasis of Matter which is reproduced below:
Emphasis of Matter:
We draw attention to Note 2.1 to the Special Purpose Interim Financial Statements which describes the purpose and basis of preparation of the Special Purpose Interim Financial Statements. These Special Purpose Interim Financial Statements have been prepared by the management of the Company solely for the purpose of preparation of the Restated Financial Information to be included in the Draft Red Herring Prospectus (DRHP) of the Company to be filed in connection with its proposed initial public offering of equity shares as required by Section 26 of Part I of Chapter III of the Act and as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time and to comply with the SEBI Communication and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI. Accordingly, these Special Purpose Interim Financial Statements may not be suitable for any another purpose.
Our report is addressed to the Board of Directors of the Company solely for the purpose as mentioned above. This should not be distributed to or used by any other parties. M S K A & Associates shall not be liable to the Company or to any other concerned for any claims, liabilities or expenses relating to this assignment. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of the above matter.
b) Auditors reports issued by us dated May 17, 2024 on the Financial Statements of the Company as at and for the year ended March 31, 2024 as referred in Paragraph 4(b) above.
Our audit report referred to in above included Other Matter paragraph which is reproduced below:
Other Matter
The financial statements of the Company for the year ended March 31, 2023, were audited by another auditor whose report dated September 30, 2023 expressed an unmodified opinion on those statements.
Our opinion is not modified in respect of this matter.
c) Auditors report issued by Deloitte Haskins & Sells (the Previous Auditor) dated September 30, 2023 on the Financial Statements of the Company as at and for the year ended March 31, 2023, as referred to in Paragraph 4(c) above.
d) Auditors report issued by the Previous Auditor dated September 30, 2022 on the Financial Statements of the Company as at and for the year ended March 31, 2022, as referred to in Paragraph 4(d) above.
6. The audit for the years ended March 31, 2023 and March 31, 2022 were conducted by the Previous Auditor and accordingly reliance is placed on the examination report dated December 10, 2024 on the Special Purpose Restated Statement of Assets and Liabilities as at March 31, 2023 and March 31, 2022, the Special Purpose Restated Statement of Profit or Loss (including other comprehensive income), the Special Purpose Restated Statement of Changes in Equity and the Special Purpose Restated Statement of Cash Flows along with the Statement of Material
Accounting Policies and other explanatory information for the years ended March 31, 2023 and March 31, 2022 (collectively, the March 2023 and 2022 Restated Financial Information).
The Examination Report included for the said years is based solely on the examination report submitted by the Previous Auditor. They have also confirmed that the March 2023 and 2022 Restated Financial Information:
i) have been prepared after incorporating adjustments for the changes in accounting policies, any material errors and regroupings/ reclassifications retrospectively in the financial years as at and for the years ended March 31, 2023 and March 31, 2022 to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed in the financial statements as at and for the three months period ended June 30, 2024 as more fully described in Note 2.1 of Annexure V to the Restated Financial Information.
ii) There are no qualifications in the auditors reports on the audited financial statements of the Company as at and for the years ended March 31, 2023 and March 31, 2022 which require any adjustments to the March 2023 and 2022 Restated Financial Information; and
iii) March 2023 and 2022 Restated Financial Information have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.
7. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the examination report submitted by the Previous Auditors for the year ended March 31, 2023 and March 31, 2022, we report that the Restated Financial Information:
i) have been prepared after incorporating adjustments for the changes in accounting policies, any material errors and regroupings/ reclassifications retrospectively in the financial years ended March 31, 2024, March 31, 2023 and March 31, 2022, to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended June 30, 2024, as more fully described in Note 2.1 of Annexure V to the Restated Financial Information;
ii) there are no qualifications in the auditors reports on the Financial Statements of the Company as at and for the years ended March 31, 2024, March 31, 2023, and March 31, 2022, and Special Purpose Interim Financial Statements of the Company as at and for the three months period ended June 30, 2024 which require any adjustments to the Restated Financial Information. There is an Emphasis of Matter (refer paragraph 5(a)), which do not require any adjustment to the Restated Financial Information; and
iii) Restated Financial Information have been prepared in accordance with the Act, the SEBI
ICDR Regulations and the Guidance Note.
8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 4 above.
9. This report should not in any way be construed as a reissuance or re-dating of any of the previous auditors reports issued by us or by the Previous Auditor, nor should this report be construed as a new opinion on any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of this report.
11. Our report is intended solely for use of the Board of Directors and for inclusion in the DRHP to be filed with the SEBI, BSE and NSE, as applicable in connection with the proposed issue. Our report should not be used, referred to or distributed for any other purpose without prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care towards any other person relying on the statement.
For M S K A & Associates |
Chartered Accountants |
Firm Registration Number: 105047W |
Ankush Agrawal |
Partner |
Membership No. 159694 |
UDIN:24159694BKFHYP5614 |
Place: Mumbai |
Date: December 10, 2024 |
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