iifl-logo

Deepa Jewellers Ltd Management Discussions

Add as a Preferred Source on Google
0
(0%)

Deepa Jewellers Ltd Share Price Management Discussions

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023 and should be read in conjunction with "Restated Financial Information" on page 257.

Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read "Forward-Looking

Statements" beginning on page 19, for a discussion of the risks and uncertainties related to those statements along with

"Risk Factors", "Industry Overview", "Financial Information" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 30, 125, 257 and 307, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.

Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see "Restated Financial Information" beginning on page 257.

Please also refer to "Definitions and Abbreviations" on page 1 for certain terms used in this section. Unless the context otherwise requires, in this section, references to "we", "us", "our" "our Company" or "the Company" refers to Deepa Jewellers Limited.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled

"Assessment of gems and jewellery industry in India with focus on the B2B segment" dated December 2025 (the "CRISIL Report", and the date of the Report, the "Report Date") which is exclusively prepared for the purpose of the Offer and issued by CRISIL Limited ("CRISIL") and is exclusively commissioned for an agreed fee and paid for by our Company in connection with the Offer. CRISL was appointed pursuant to an engagement letter entered into with our Company dated August 8, 2025. CRISIL is not related to our Company. The data included herein includes excerpts from the Report and may have been re-ordered by us for the purposes of presentation. Further, the Report was prepared on the basis of information as of specific dates and opinions in the Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. A copy of the Report is available on the website of our Company at www.deepajewel.com from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the Report is not a recommendation to invest or disinvest. For more information and risks in relation to commissioned reports, see "Risk Factors Certain sections of this Draft Red Herring Prospectus disclose information from the industry report which has been commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks" on page 58. Also see, "Certain Conventions,

Presentation of Financial, Industry and Market Data Industry and Market Data" on page 16.

OVERVIEW

As per the CRISIL Report, we are an organized B2B designer, processor and supplier of hallmarked gold jewellery, primarily having operations in Telangana, Karnataka, Andhra Pradesh, Tamil Nadu and Kerala. According to CRISIL Report, we are one of the key processors and suppliers of vaddanam and CNC machine cut bangles, distributing to jewellery retail chains and standalone stores.

Our Company is engaged in the business of processing 22 karat goldjewellery, job-work services, and trading of jewellery and related products. We design, process and sell a wide range of hallmarked plain gold and precious stone studded jewellery, operating through an outsourced manufacturing model, supported by a network of 40 karigars. Our products primarily include vaddanam (waist belt), CNC machine cut bangles, gents kada, vanky (armlet), dandpatti (bajuband), gundlamala haaram (traditional neck piece), gundlamala necklace, kangan, ear-ring, mangtika (forehead pendant), maatil (ear chain), champasaralu (ear to hair chain), jada (braid ornament), and rings.

In addition to our core jewellery processing, we also undertake job work assignments, wherein we receive raw material from our customers, which we process and deliver finished ornaments to them. Furthermore, we also engage in the trading of silver ornaments, 18 and 20 karat gold ornaments, precious stones and gold bullion.

As on November 30, 2025, we have a product portfolio of 14 products and 76 SKUs across our product categories as indicated in the chart below.

As of November 30, 2025, our customer network spans across 13 states and 1 union territory in India with a total customer base of 315 customers, comprising of 43 jewellery retail chains and 272 standalone stores. Our products span over a wide range of price points, enabling us to cater to customers across diverse segments. Our team of creative designers allows us to manage a large and wide portfolio of designs. With this diverse product portfolio and team of creative designers, we have established a long-standing relationship with jewellery retail chains and standalone stores including, Joyalukkas India Limited, Kalyan Jewellers India Limited, Lalithaa Jewellery Mart Limited, Chandana Brothers Textiles & Jewellers Private Limited, Manoj Vaibhav Gems N Jewellers Limited, Tribhovandas Bhimji Zaveri Limited , CMR Textiles & Jewellers Private Limited, Bhima Jewels Private Limited, Mukunda Jewellery (Bathi Manufacturing and Retail Private Limited, R.S. Brothers Jewellers Private Limited, Marri Retail Private Limited, DP Gold Private Limited, Bapireddy Nagireddy Gold and Diamonds Private Limited, JVR Retails Private Limited, M. Bajranglal Sons Jewellers, Premraj Shantilal Jain Jewellers Private Limited, Makam Radhakrishna Jewellers Private Limited, Sri Mahalaxmi Gems and Jewellers, P. Satyanarayan Sons Private Limited, Sri Mahalaxmi Jewellers & Pearls and Krishna Jewellers Pearls and Gems Private Limited.For further details on long-standing relationship with jewellery retail chains and standalone stores see "Our Business competitive strengths - Well established customer base with long-standing relationship with jewellery retail chains and standalone stores" on page 196.

Our revenue from operations for the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023 from sale of products through processing, sale of services through job work and sale of products through trade is as follows:

For the six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023

Particulars

Amount % of total revenue from operation s Amount % of total revenue from operatio ns Amount % of total revenue from operatio ns Amount % of total revenue from operation s
Sale of products - processing 8,023.50 98.79 12,953.99 92.73 10,104.00 98.62 9,098.05 98.76
Sale of services - job work 89.21 1.10 151.02 1.08 140.02 1.37 114.51 1.24
Sale of products - trade 9.20 0.11 865.09 6.19 1.66 0.02 Nil Nil

Total

8121.92 100.00 13970.10 100.00 10,245.68 100.00 9,212.55 100.00

According to CRISIL Report, jewellery consumption in India can be broadly divided into three categories: bridal, daily and fashion wear. Bridal wear leads with 50-55% market share, followed by daily wear (35-40%) and fashion wear (5-10%). Our key products include vaddanam and CNC machine cut bangles. While vaddanams is traditionally worn by South Indian women as a symbol of prosperity and cultural heritage, CNC machine cut bangles are popular across both bridal and daily wear categories. As per CRISIL Report, although gold jewellery continues to dominate the bridal markets, there is rising preference for minimalistic and lightweight daily wear jewellery in the region. To meet these evolving customer preferences, we offer a wide range of products from weddings jewellery to lightweight daily wear jewellery, with variety of designs.

The following table sets forth a breakdown of our revenue from operations from vaddanam, CNC machine cut bangle and our other products for the six months period ended September 30, 2025, and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023.

For the six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023

Product category

Amount % of total revenue from operati ons Amount % of total revenue from operati ons Amount % of total revenue from operati ons Amount % of total revenue from operation s
Revenue from operations of vaddanam 3,814.18 46.96 4,830.59 34.58 3,755.56 36.66 3,515.31 38.16
Revenue from operations of CNC machine cut bangles 3,062.61 37.71 5,842.21 41.82 4,075.94 39.78 3,655.04 39.67
Revenue from operations of other products* 1,245.13 15.33 3,297.30 23.60 2,414.18 23.56 2,042.20 22.17

Total

8,121.92 100.00 13,970.10 100.00 10,245.68 100.00 9,212.55 100.00

* Other products include- gents kada, vanky(armlet), dandpatti (bajuband), gundlamala haaram (traditional neck piece), gundlamala necklace, kangan, earring, mangtika (forehead pendant), maatil (ear chain), champasaralu (ear to hair chain), jada (braid ornament), rings, precious stones, pearls, flat diamonds, cubic zirconia, gold bullion and precious beeds.

According to CRISIL Report, jewellery manufacturers in India experience strong demand cycles driven by weddings, festivals, birth occasions, anniversary and the harvest season. The seasonal nature of these events creates year-round business opportunities for manufacturers and wholesalers. We view this sustained, event-driven demand as a strategic advantage and have aligned our operations accordingly. To strengthen our ability to meet rising and recurring demand, we are in the process of setting up our in-house manufacturing facility in Hyderabad, Telangana which will enhance our production capacity, improve turnaround times, and support scalability. Furthermore, to deepen our market reach and serve customers more effectively, we have expanded our geographical presence by opening a sales office in Vijayawada, Andhra Pradesh in November 2025. For further details on our in-house manufacturing facility and sales office see "Business Our Operations" on page 211.

We have a presence across the entire value chain of the organized wholesale gold jewellery market, supported by an established procurement network, long -standing relationship with karigars, a team of creative designers, comprehensive quality control and assurance framework, dedicated market research and trend analysis efforts, and a marketing team comprising 10 members.

As per CRISIL Report, B2B jewellery manufacturers operate in a supply-driven ecosystem, operational efficiency is critical to ensure timely delivery of final product to retailers. We maintain a well-established procurement network for sourcing high-quality raw materials, including gold and silver, from a diverse range of suppliers such as banks, bullion dealers, import through India International Bullion Exchange and through exchanges from our customers. We have also developed a network of karigars, through long standing relationships, which enables us to maintain timely production schedules, ensure consistent product quality, and exercise effective control over our supply chain.

We have implemented a quality control and assurance framework to maintain the consistent standards of craftsmanship and product integrity. A dedicated quality control team is responsible for conducting inspections in an organised, systematic and efficient manner. Quality checks are carried out at every stage of manufacturing process, during which jewellery pieces are evaluated for purity, structural integrity, design accuracy, and finishing. Any defects identified during this stage are rectified before the jewellery progress further in the process. This process ensures that every piece meets our defined quality parameters. Jewellery pieces also undergo testing and certification for metal purity, gemstone authenticity, and durability. In addition, jewellery is sent to government approved hallmarking centres for hallmarking in accordance with BIS norms. This includes verification of gold karatage, assessment of gemstone quality, and structural strength checks to ensure compliance with applicable industry standards.

Further, as a part of our marketing initiatives, we regularly participate in B2B exhibitions to broaden our brand exposure, visibility and awareness, and to promote our brand and specific product collections. Since our inception, we have been participating in B2B exhibitions to engage with and acquire potential customers in untapped markets, showcase our latest collections, assess local consumer preferences, and evaluate the feasibility of future market expansion in these regions. We have a dedicated team of 10 members to undertake our marketing activities situated in Hyderabad and Vijayawada. Our marketing expenses for the six months period ended September 30, 2025, and the Fiscal 2025, Fiscal 2024 and Fiscal 2023 were 1.75 million, 7.86 million, 4.91 million and 2.22 million representing 0.02 %, 0.06 %, 0.05 % and 0.02 % of our total expenses respectively. In the six months period ended September 30, 2025, and in the Fiscal 2025, Fiscal 2024 and Fiscal 2023 we have attended multiple B2B exhibitions across Mumbai, Hyderabad, Bengaluru, Chennai and Vijayawada. For details regarding our marketing initiatives, see "Our Business - Marketing and Advertising Initiatives".

We use third-party mobile application namely "Deepa Jewellers Limited" to enhance our brand visibility, disseminate information and display product collections, which was commissioned by us on June 25, 2021. This application enables access of high-resolution images of selected jewellery designs to remote customers. Customers are initially shown a limited sample set, and upon approval of access, they can browse the full design catalogue. The platform functions solely as a design-selection interface, while order acceptance and fulfilment remain with us. This application is intended exclusively for use by our B2B customers

Our Promoter, Chairman and Managing Director, Ashish Agarwal, our Promoter and Non-Executive Non- Independent Director, Seema Agarwal, embarked their journey in the gem and jewellery industry in the year 2001, through a partnership firm, and hold an experience of 24 years in the industry. Further, our Promoter and Whole-Time Director, Dev Agarwal, who joined our Company in 2021, represents the next generation of leadership contributing modern business perspectives, technology-oriented thinking and contemporary strategic direction that support our ongoing growth. The leadership and experience of our Promoters have enabled us to expand our product portfolio, develop customer relationships and establish a brand name and presence in vaddanam and CNC machine cut bangles product line. This has contributed significantly to our growth in revenue from operations and improvement in our profit margins. Our Promoters are supported by an experienced Board of Directors and management team of Key Managerial Personnel and Senior Management. For further details with respect to management of our Company, see "Our Management" on page 233. Please see "Our Business Our Strengths- Well experienced promoters and a professional management team with sectoral experience" on page 199.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in "Our Business" and "Risk Factors", on pages 190 and 30. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

Cost of procurement of gold bullion

As per the CRISIL Report, timely procurement of gold bullion, our key raw material and the price at which it is procured, play an important role in the successful operation of our business. Accordingly, our business is significantly affected by the availability and cost of gold bullion. The prices and availability of gold bullion depend on factors beyond our control, including general economic conditions, Indias international trade policies, macroeconomic decisions, competition and regulatory factors such as import duties.

Fluctuations in gold prices may affect consumer demand as well as operating costs of our Company. A significant increase in the price of gold or a negative outlook on future gold prices could, in the short term, adversely affect our sales volumes. Any such fluctuation in the price of gold, or other raw materials may materially and adversely affect our revenue from operations and profitability. Further, any rise in gold prices may cause customers to delay their purchases, thereby adversely affecting our business, operations and financial condition.

Further, we have hedging facilities including the use of gold metal loans, future contracts on commodity exchanges and our internal hedging policy, however these arrangements do not cover 100.00% of our inventory, which may expose us to fluctuations in gold price. For further details see "Risk Factor - We are exposed to risks associated with our hedging activities, and any failure in our hedging strategy or execution may adversely affect our business, results of operations and financial condition". Although we have managed to avoid such situations in the past by way of effective inventory management and replenishment of inventory on a daily basis, we cannot assure you that we will continue to manage such fluctuations in future.

We source our gold from RBI registered bullion banks, independent bullion dealers, exchanges from customers and import through India International Bullion Exchange ("IIBX").

Gold on loan basis is always subject to such conditions as are imposed by RBI. In the event of any adverse regulatory development by RBI including capping on maximum quantity or if we are otherwise unable to avail such gold loans, we may not be able to benefit from such lower interest rates. For further details, see section titled "Key Regulations and Policies in India" on page 221. We also import gold through IIBX, which is subject to rapid fluctuation of gold prices, thereby exposing us to price fluctuation risk.

In addition to procuring gold from RBI registered bullion banks and IIBX, we procure gold from independent bullion dealers, exchanges from customers. We typically procure gold through purchase orders and do not enter into any long-term agreements with independent bullion dealers or exchange customers. Consequently, our independent bullion dealers may not perform their obligations in a timely manner or with the agreed quality or quantity, resulting in delays and adversely affecting our future commitments, and impact our business and result from operations.

Competition

We operate in highly competitive and fragmented markets, and our market share may get adversely affected due to competition in these markets which is based primarily on market trends, pricing and customer preferences. We face competition from both the organized and unorganised players in the jewellery business. Some of our competitors may be larger than us in terms of sales volume, distribution networks, brand recall and may have greater capital, technical capabilities and financial and other resources than us which may enable them to secure opportunities at lower prices or to otherwise incentivize the customers. Additionally, larger competitors may provide promotional offers to customers, particularly during festivals, which we may not be able to compete with and which, accordingly, could result in, amongst other things, loss of our existing customers or failure to attract new customers, which could have a material adverse effect on our business, financial condition, results of operations and prospects. Also see "Industry Overview" on page 125.

We compete for customers, based on various factors, including design of our jewellery, affordability and pricing, quality of our jewellery and price transparency. If we do not compete in these areas effectively, it could lead to a decrease in our market share, experience downward pressure on prices and an increase in our marketing and other expenses. This could adversely affect our profitability, as it would cause us to experience lower revenue and additional selling costs to replace customers and recapture the lost revenue. Further, the pricing of gold jewellery in particular is extremely competitive due to its objectively verifiable value, resulting in us having limited control over pricing of gold jewellery. There can be no assurance that we can effectively compete with our competitors in the future, and any such failure to compete effectively may have a material adverse effect on our business, financial condition, results of operations and prospects. For details of our competitors, see the section "Our Business Competition" on page 217.

Further, as per the CRISIL Report, the jewellery industry in India has traditionally been dominated by family-owned businesses, which operated largely on trust. Though this segment continues to account for majority of the industry even today, the organised segment has grown rapidly in recent years and gained substantial market share. A significant portion of such jewellery business in the unorganized sector operates through partnerships/ proprietary concerns, as compared to our Company, which is regulated by the provisions of the Companies Act. Such corporate structures may offer our competitors in the unorganized sector more flexibility. We cannot assure you that we will be able to compete with the unorganized sector effectively, which could adversely affect our business, results of operations, financial conditions and prospects.

Consequently, we cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors, or that our business and results of operations will not be adversely affected by increased competition in the offline and online channels.

Concentration of our business operations and sales in South India

A significant portion of our current presence is in the Southern Indian states of Andhra Pradesh, Telangana, Karnataka, Tamil Nadu and Kerala. Our heavy reliance on this region exposes our Company to a variety of risks, including economic vulnerability of this region, shifts in consumer behaviour, geopolitical, regulatory and local market risks such as natural disasters, infrastructure issues, or political instability, which could disrupt supply chains, operations, and sales in these regions.

Consequently, any significant social, political or economic disruption, or civil disruptions in this region, or changes in policies of the state or local governments or the government of India or changes in demographics, population and income levels or adverse developments related to competition in this region, may adversely affect our business, results of operations, financial condition and cash flows. Further, any natural disasters such as earthquakes, extreme climatic or weather conditions such as floods or droughts, or diseases heightened or particular to the state, may adversely impact the supply of products, local transportation and operations at our office. Any unforeseen events or circumstances that negatively affect could have an adverse material effect on our sales and profitability.

We are dependent on third party karigars for the production and manufacturing of all our products.

We are dependent on third party karigars for the production and manufacturing of all our products. These karigars are external parties who manufacture jewellery for us on a non-exclusive basis. As on November 30, 2025, we have a pool of 40 karigars, out of which, we have entered into formal agreements with 29 karigars. We have not entered into formal agreements with the remaining karigars, and our engagement with them is based on ongoing working relationships. Given the non-exclusive nature of these agreements, our competitors may offer incentives to these karigars to prioritise their manufacturing and supply of jewellery which could adversely affect our operations adversely.

Our business depends on our ability to attract and retain karigars and our operations could be disrupted if we are unable to successfully manage our karigars, or if they are unwilling to make their services available to us at terms which are commercially acceptable to us. Our competitors may offer them better terms, which may cause them to prefer our competitors over us. We may also be unable to replace these karigars on short notice, or at all, and may face delays in production and increased costs due to the time required to identify and engage new skilled karigars which may adversely affect our results of operations and financial condition. Further, any shortage or scarcity of skilled karigars in the jewellery industry, could materially affect our manufacturing, business, profits and results of operations.

Any unscheduled, unplanned or prolonged disruption of operations at our karigars manufacturing facilities, including on account of power failure, fire, mechanical failure of equipment, performance below expected levels of output or efficiency, obsolescence of equipment or manufacturing processes, non-availability of adequate labour or disagreements with workforce, lock-outs, earthquakes and other natural disasters, industrial accidents, any significant social, political or economic disturbances or infectious disease outbreaks, could affect our karigars ability to meet our requirements, and could consequently affect our operations. While such disruptions have not taken place in the past, we cannot guarantee that any disruption of operations will not take place in the future. Any delay or failure on the part of our karigars to deliver the products in a timely manner or any litigation involving these karigars may have a material adverse effect on our business, profitability, and reputation.

Set out below are the details of the karigars engaged or employed by our Company as of six months period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars

Six months ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of karigars 28 28 34 25

Some karigars delegate the work to other karigars under their direct control which could impact the product quality standards. We are exposed to the risks arising from karigars failing to adhere to our quality, safety and distribution standards or those required by statutory authorities, which may adversely affect our sales and revenues. While there have been no such instances in the past, there can be no assurance that they will not occur in the future. Any failure on the part of karigars to meet our quality standards, may materially affect our business, profitability, and reputation.

Furthermore, involving karigars increase the risks of safeguarding the confidentiality of our designs, as they may gain access to proprietary information during the production process. Our jewellery designs could be shared in the market, which may adversely affect our results of operations. Additionally, if our designs are copied by our competitors, it could reduce our competitive advantage and negatively impact our profitability and future revenues.

MATERIAL ACCOUNTING POLICIES

Set forth below is a summary of our most material accounting policies adopted in preparation of the Restated Financial Information.

Summary of material accounting policies and other explanatory information

1.1 General Information

Deepa Jewellers Limited (formerly known as Deepa Jewellers Private Limited) bearing CIN U74999TG2016PLC109435 having its registered office at Ground floor & First floor, Door no. 3-6-343 & 344, Basheerbagh, Himayathnagar, Hyderabad-500029, Telangana, India has been incorporated on May 5, 2016. The Company is engaged in the business of jewellery processing, job-work services, and trading of jewellery and related products. We are the processor and supplier of vaddanam and CNC machine cut bangles, distributing to jewellery retail chains and standalone stores.

The Company has converted from a Private Limited Company to a Public Limited Company, pursuant to a special resolution passed in the extraordinary general meeting of the shareholders of the Company held on September 1, 2025 and consequently, the name of the Company has changed to Deepa Jewellers Limited pursuant to a fresh certificate of incorporation by the Registrar of Companies, Central Processing Centre on September 15, 2025.

1.2 Basis of preparation of financial statements

Statement of compliance

The Restated Financial Information comprise the Restated Statement of Assets and Liabilities as at September 30, 2025, March 31, 2025, March 31 2024 and March 31, 2023 Restated Statement of Profit and Loss (including other comprehensive income), Restated Statement of Cash Flows and Restated Statement of Changes in Equity for the period ended September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 and Material Accounting Policies and Other Explanatory Notes to Restated Financial Information (hereinafter referred to as "Restated Financial Information").

Basis of preparation and compliance

The Restated Financial Information have been prepared by the management as required under the Securities and Exchange

Board of India (Issue of Capital and Disclosure Requirements Regulations, 2018, as amended ("SEBI ICDR Regulations") issued by the Securities and Exchange Board of India (SEBI), in pursuance of the Securities and Exchange Board of India

Act, 1992, for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP"), to be filed by the Company with the SEBI, National Stock Exchange of India ("NSE") and BSE limited ("BSE", together with NSE referred to as "Stock Exchanges") in connection with the proposed initial public offering of equity shares of face value of 2 of the Company comprising of a fresh issue of the Company and an offer for sale of equity shares held by the selling shareholders (the

" Offer"), prepared by the Company in terms of the requirements of: a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act"). b) Relevant Provisions of the SEBI ICDR Regulations issued by the SEBI, as amended from time to time in pursuance of the Securities and Exchange Board of India Act, 1992. 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"). The Restated Financial Information has been compiled by the Management from: a) Audited special purpose interim financial statements of the Company as at and for the six months period ended September 30, 2025 prepared in accordance with the Indian Accounting Standard (Ind AS) 34 specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, (as amended) along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind-AS compliant Schedule III), as applicable, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on November 28, 2025; b) Audited financial statements of the Company as at and for the years ended March 31, 2025 prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under Section 133 of the Act read with Companies

(Indian Accounting Standards) Rules 2015, as amended, along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind-AS compliant Schedule III), as applicable and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on September 19, 2025; c) The audited special purpose Ind AS financial statements of the Company as at and for the year ended March 31, 2024 and March 31, 2023 prepared in accordance with Ind AS, as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on November 28, 2025. The financial information for the year ended March 31, 2024 and March 31, 2023 included in the special purpose Ind AS financial statements are based on the previously issued statutory financial statements prepared for the year ended March 31, 2024 and March 31, 2023 in accordance with the Companies (Accounting Standard) Rules, 2006 and audited and reported by us vide our audit report dated November 28, 2025.and November 28, 2025, respectively, and which has been translated into figures as per Ind AS after incorporating Ind AS adjustments to align accounting policies, exemptions and disclosures as adopted by the Company. Refer note number 30 for information on how the Company adopted Ind AS.

Compliance with Ind AS

The financial statement for the period ended March 31, 2025 is the first set of Financial Statements prepared in accordance with the requirements of Ind AS 101 - First time adoption of Indian Accounting Standards. Accordingly, the transition date to Ind AS is April 1, 2022. Up to the Financial year ended March 31, 2024, the Company prepared its financial statements in accordance with accounting standards notified under the Section 133 of the Act, read together with Paragraph 7 of the Companies (Accounts) Rules, 2014 ("IGAAP" or "Previous GAAP") due to which the Special purpose Ind AS financial statements were prepared for the purpose of this Offer. The Audited Special Purpose Ind AS Financial Statements for the year ended March 31, 2024 and March 31, 2023 have been prepared after making suitable adjustments to the accounting heads from their IGAAP values following the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as at the transition date and as per the presentation, accounting policies and grouping/classifications followed as at and for the period ended 30 September 2025. Adjustments made to the previously issued IGAAP financial statements to comply with Ind AS, have been audited by us. The basis of preparation for specific items where exemptions have been applied and reconciliation between IGAAP and Ind AS has been disclosed in Note 30 of the Restated Financial Information. These Audited Special Purpose Ind AS Financial Statements as at and for the year ended March 31, 2024, and March 31, 2023, are not the statutory financial statements under the Companies Act, 2013. The accounting policies have been consistently applied by the Company in preparation of the Restated Financial Information and are consistent with those adopted in the preparation of audited financial statements as at and for the six months ended September 30, 2025 and for the year ended March 31, 2025 and the Audited Special Purpose Ind AS Financial Statements as at and for the year ended March 31, 2024 and March 31, 2023. These Restated Financial Information have been prepared on a going concern basis. These Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the board meeting held for the approval of the Financial Statements as at and for the six months ended September 30, 2025 and for years ended March 31, 2025, March 31, 2024 and March 31, 2023, as mentioned above. The Restated Financial Information: a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the six months period ended September 30, 2025. b) does not contain any modification requiring adjustments. Moreover, matters in the auditors report which do not require any corrective adjustments in the Restated Financial Information; and c) have been prepared in accordance with the Act, SEBI ICDR Regulations and the Guidance Note.

These Restated Financial were approved by the Board of Directors, in accordance with resolution passed on November 28, 2025.

a) Basis of Measurement

These Restated Financial Information have been prepared on the historical cost convention and on an accrual basis, except for the following material items in the balance sheet:

a) Certain financial assets are measured either at fair value or at amortized cost depending on the classification. b) Long-term borrowings are measured at amortized cost using the effective interest rate method. c) Employee defined benefit assets/(liability) are recognized as the net total of the fair value of plan assets, plus actuarial losses, less actuarial gains and the present value of the defined benefit obligation.

b) Functional and presentation currency

These Restated Financial Information are presented in Indian rupees, which is also the functional currency of the Company. All the financial information presented in Indian rupees has been rounded to the nearest millions unless otherwise stated.

c) Current and non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.

All the assets and liabilities have been classified as current or noncurrent as per the Companys normal operatingcycle and other criteria set out in the Schedule III to the Companies Act, 2013 and Ind AS 1, presentation of financial statements.

An asset is classified as current when it satisfies any of the following criteria:

a) It is expected to be realized in, or is intended for sale or consumption in, the Companys normal operatingcycle. b) It is held primarily for the purpose of being traded. c) It is expected to be realized within twelve months after the reporting date; or d) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

All other assets are classified as non-current.

A liability is classified as current when it satisfies any of the following criteria:

a) It is expected to be settled in the Companys normal operating cycle. b) It is held primarily for the purpose of being traded. c) It is due to be settled within twelve months after the reporting date; or d) The Company does not have an unconditional right to defer settlement of liability for at least twelve months after the reporting date. Terms of a liability that could, at the option of the counterparty, resultin its settlement by the issue of equity instruments do not affect its classification The Company classifies all other liabilities as non-current.

Current assets/ liabilities include the current portion of noncurrent assets/ liabilities respectively. Deferred tax assets and liabilities are always disclosed 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. Assets/liabilities expected to be realized/repaid within this period are classified as current assets/liabilities, and those expected to be realized after this period are classified as noncurrent assets/liabilities.

d) Fair value measurement

The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer liability takes place either:

in the principal market for the asset or liability, or

in the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset considers a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the Ind AS financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the Ind AS financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Companys management determines the policies and procedures for both recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for sale in discontinued operations.

External valuers are involved, wherever considered necessary. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.

This note summarizes accounting policy for fair value. Other fair value-related disclosures are given in the relevant notes.

e) Significant accounting judgements, estimates, and assumptions

The preparation of the financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, the areas involving critical estimates or Judgment are:

Property, plant and equipment

The depreciation of property, plant and equipment is derived on determining of an assets expected useful life and the expected residual value at the end of its life. The residual values of Companys assets are determined by management at the time of acquisition of asset and is reviewed periodically, including at each financial year end.

Provision for expected credit losses of trade receivables and contract assets

The Company uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns (i.e., by product type, customer type and other forms of credit insurance). The provision matrix is initially based on the Companys historical observed default rates. The Company will calibrate the matrix to adjust the historical credit loss experience with forward-looking information.

At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed. The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions.

The Companys historical credit loss experience and forecast of economic conditions may also not be representative of customers actual default in the future.

Impairment of financial and non-financial assets

Significant management judgement is required to determine the amounts of impairment loss on the financial and non-financial assets. The calculations of impairment loss are sensitive to underlying assumptions.

Tax provisions and contingencies

Significant management judgement is required to determine the amounts of tax provisions and contingencies. Deferred tax assets are recognised for unused tax losses and MAT credit entitlements to the extent it is probable that taxable profit will be available against which these losses and credit entitlements can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Defined benefit plans

The cost of the defined benefit plan and the present value of the obligation are determined using actuarial valuation. An actuarial valuation involves various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds where remaining maturity of such bond correspond to expected term of defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at intervals in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using internal valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

2. Summary of material accounting policies

On March 31, 2023, the Ministry of Corporate Affairs notified Companies (Indian Accounting Standards) Amendment Rules, 2023 amending the Companies (Indian Accounting Standards) Rules, 2015. The amendments come into force with effect from April 1, 2023, i.e., Financial Year 2023-24. One of the major changes is in Ind AS 1 ‘Preparation of Financial Statements, which requires companies to disclose in their financial statements ‘material accounting policies as against the erstwhile requirement to disclose ‘significant accounting policies. The word ‘significant is substituted by ‘material.

Accounting policy information is expected to be material if users of an entitys financial statements would need it to understand other material information in the financial statements.

The Company applied the guidance available under paragraph 117B of Ind AS 1, Presentation of Financial Statements in evaluating the material nature of the accounting policies.

The following are the material accounting policies for the Company:

2.1 Foreign currencies

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Company uses average rate if the average approximates the actual rate at the date of the transaction.

In preparing the Restated Financial Information of the Company, transactions in currencies other than the entitys functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are restated at the rates prevailing at that date.

Exchange differences arising on settlement/restatement of foreign currency monetary assets and liabilities of the Company are recognized as income or expense in the Statement of Profit and Loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.

2.2 Property, Plant and Equipment

On transition to Ind AS i.e. on April 1, 2022, the Company has elected to continue with the carrying value of all of its property, plant and equipment (PPE) recognised as at April 1, 2022, measured as per the Indian GAAP and use that carrying value as the deemed cost of the PPE.

Recognition and Measurement

The cost of an item of property, plant and equipment are recognised as an asset if, and only if 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.

Items of property, plant and equipment (including capital-work-in progress) are stated at cost of acquisition or construction less accumulated depreciation and impairment loss, if any.

Cost includes expenditures that are directly attributable to the acquisition of the assets, i.e., freight, duties and taxes applicable and other expenses related to acquisition and installation. The cost of self-constructed assets includes the cost of materials and other costs directly attributable to bringing the asset to a working condition for its intended use. Borrowing costs that are directly attributable to the construction or production of a qualifying asset are capitalized as part of the cost of that asset.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The carrying amount of the replaced part will be derecognized. The costs of repairs and maintenance are recognized in the statement of profit and loss as incurred.

Items of stores and spares that meet the definition of Property, plant and equipment are capitalized at cost, otherwise, such items are classified as inventories.

When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives.

Items of property, plant and equipment acquired through exchange of non-monetary assets are measured at fair value, unless the exchange transaction lacks commercial substance or the fair value of either the asset received or asset given up is not reliably measurable, in which case the asset exchanged is recorded at the carrying amount of the asset given up.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably.

Depreciation

Depreciation is recognized in the statement of profit and loss under Straight line method based on the Companies Act, 2013

("Schedule II"). For assets acquired or disposed of during the year, depreciation is provided on pro rata basis. Land is not depreciated.

The estimated useful lives are as follows:

Property Plant and Equipment

Useful life in years as per Useful life in years as per
Schedule II Management
Office Equipment 5 years 5 years
Furniture and fittings 10 years 10 years
Vehicles 8 years 10 years
Computers 3-6 years 5 years
Electrical Equipment 10 years 10 years
Plant & Machinery 20 years 5 years

*For each class of assets, the Management believes, based on technical evaluation carried out by them internally, that the useful lives as given above best represent the period over which the Management expects to use these assets. Hence, the useful lives for assets are different from the useful lives as specified in Part C of the Schedule II of the Act.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively, if appropriate.

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date are disclosed as capital advances under other assets. The cost of property, plant and equipment not ready to use before such date is disclosed under capital work-in-progress.

Assets not ready for use are not depreciated.

2.3 Intangible assets

On transition to Ind AS, the Company has elected to continue with the carrying value of all intangible assets recognised as at April 1, 2022, measured as per the previous GAAP and use that carrying value as the deemed cost.

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less than any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in the statement of profit and loss for the period in which the expenditure is incurred.

Intangible assets are amortized over the useful economic life and assessed for impairment, whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets is recognized in the statement of profit and loss, unless such expenditure forms part of carrying value of another asset.

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.

Following initial recognition, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use.

Amortization of Intangible assets

The Intangible assets are amortized over a period of five years.

2.4 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.

A. Financial assets

Initial recognition and measurement

All financial assets are recognized 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. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the assets.

Subsequent measurement

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

Debt instruments at amortised cost.

Debt instruments at fair value through other comprehensive income (FVTOCI).

Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL).

Equity instruments measured at fair value through other comprehensive income (FVTOCI).

Debt instruments at amortised cost

A ‘debt instrument is measured at the amortised cost, if both of the following conditions are met: (i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and (ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. 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 in finance income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade and other receivables.

Debt instrument at FVTOCI

A ‘debt instrument is classified as FVTOCI, if both of the following criteria are met: (i) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets; and (ii) The assets contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in OCI. However, the Company recognizes interest income, impairment losses and foreign exchange gain or loss in the statement of profit and loss. On de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Debt instrument at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

Equity Instruments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as FVTPL. If the Company decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI and there is no subsequent reclassification of these fair value gains and losses to the statement of profit and loss. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Companys balance sheet) when:

a) The rights to receive cash flows from the asset have expired, or

b) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Companys continuing involvement. In that case, the Company also recognises an associated liability. The transferred assets and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Impairment of Financial Assets

The company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired.

In accordance with Ind AS 109, the company uses "Expected Credit Loss" (ECL) model, for evaluating impairment of

Financial Assets other than those measured at Fair Value Through Profit and Loss (FVTPL).

Expected credit losses are measured through a loss allowance at an amount equal to:

The 12 months expected credit losses (expected credit losses that result from those default events on the financial instrument that are possible within 12 months after the reporting date);

Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the financial instrument)

The company uses 12-month ECL to provide for impairment loss where there is no significant increase in credit risk. If there is significant increase in credit risk full lifetime ECL is used.

B. Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value i.e., loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Companys financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts.

Subsequent measurement

The measurement of financial liabilities depends on their classification.

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. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading, unless they are designated as effective hedging instruments. Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to the statement of profit and loss.

However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss.

Loans and borrowings

After initial recognition, interest-bearing borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the EIR amortization process. Amortized 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.

De-recognition

Financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Reclassification of financial assets and liabilities

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no re-classification is made for financial assets which are equity instruments and financial liabilities. For financial assets, which are debt instruments, a re-classification is made only if there is a change in the business model for managing those assets. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the re-classification prospectively from the reclassification date, which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

C. Contract Liabilities

Contract liabilities represent the Companys obligation to transfer services to customers for which consideration has been received in advance. In the normal course of business, certain customers provide gold upfront to the Company for the manufacture of gold ornaments.

The gold received from customers is recognised as a contract liability at the time of receipt, measured at the value agreed with the customer or the prevailing market value, as applicable. The Company does not obtain control over such gold; rather, it holds it in a fiduciary capacity for the purpose of executing the customers order.

Upon completion of the manufacturing process and delivery of the finished product to the customer, the contract liability is settled and recognised as revenue to the extent of the performance obligation satisfied, in accordance with Ind AS 115 Revenue from Contracts with Customers.

2.5 Statement of Cash Flows

Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method, adjusting the profit before tax excluding exceptional items for the effects of: (i) changes during the period in inventories and operating receivables and payables, transactions of a non-cash nature; (ii) non-cash items such as depreciation, provisions, unrealised foreign currency gains and losses; and (iii) all other items for which the cash effects are investing or financing cash flows.

2.6 Cash & Cash Equivalents

Cash and bank balances comprise of cash balance in hand, in current accounts with banks, and other short-term deposits.

For this purpose, "short-term" means investments having maturity of three months or less from the date of investment, and which are subject to an insignificant risk of change in value. Bank overdrafts that are repayable on demand and form an integral part of our cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.

Further fixed deposits with original maturity of more than three months but less than 12 months are also required to be shown under "Other Bank Balances".

Deposits with banks having original maturity of more than 12 months are required to be shown under "Other non-current financial assets".

2.7 Inventories

Inventories are valued at the lower of cost (weighted average cost) and net realisable value.

Inventories comprising of metals, gemstones, Jewellery items crafted from gold, diamonds and other gemstones are valued at the lower of cost and net realizable value. 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. Finished goods include appropriate proportion of overheads and expenses, where applicable. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

2.8 Impairment of non-financial assets

The carrying amounts of the Companys non-financial assets, other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment.

If any such indication exists, then the assets recoverable amount is estimated.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the cash-generating unit.

For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflow of other assets or groups of assets (the "cash-generating unit").

The Company bases its impairment calculations on detailed budgets and forecasts calculations, which are prepared separately for each of the Companys CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flow after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country in which the entity operates, or for the market in which the asset is used.

An impairment loss is recognized in the statement of profit and loss if the estimated recoverable amount of an asset or its cash-generating unit is lower than its carrying amount. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

Reversal of Impairment of Assets

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

2.9 Employee Benefits

Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans

The Companys contributions to defined contribution plans are charged to the statement of profit and loss as and when the services are received from the employees.

Defined benefit plans

The liability in respect of defined benefit plans and other post-employment benefits is calculated using the projected unit credit method consistent with the advice of qualified actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related defined benefit obligation. In countries where there is no deep market in such bonds, the market interest rates on government bonds are used. The current service cost of the defined benefit plan, recognised in the statement of profit and loss in employee benefit expense, reflects the increase in the defined benefit obligation resulting from employee service in the current year, benefit changes, curtailments and settlements. Past service costs are recognised immediately in the statement of profit and loss.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions for defined benefit obligation and plan assets are recognized in OCI in the period in which they arise. When the benefits under a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in the statement of profit and loss. The Company recognises gains or losses on the settlement of a defined benefit plan obligation when the settlement occurs.

Termination benefits

Termination benefits are recognised as an expense in the statement of profit and loss when the Company is demonstrably committed, without a realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense in the statement of profit and loss if the Company has made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.

Other long-term employee benefits

The Companys net obligation in respect of other long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and previous periods. That benefit is discounted to determine its present value. Re-measurements are recognised in the statement of profit and loss in the period in which they arise.

2.10 Provisions, contingent liabilities and contingent assets

Provisions

A provision is recognized in the statement of profit and loss if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liabilities and contingent assets

A disclosure for contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets are not recognized in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognized in the period in which the change occurs.

Onerous contracts

A provision for onerous contracts is recognised in the statement of profit and loss when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.

Reimbursement rights

Expected reimbursements for expenditures required to settle a provision are recognised in the statement of profit and loss only when receipt of such reimbursements is virtually certain. Such reimbursements are recognised as a separate asset in the balance sheet, with corresponding credit to the specific expense for which the provision has been made.

2.11 Revenue Recognition

Revenue is recognised upon transfer of control of promised goods or services to the customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services.

a) Sale of goods: Revenue from the sale of products is recognised at the point in time when control is transferred 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, other similar charges, as specified in the contract with the customer. Additionally, revenue excludes taxes collected from the customers, which are subsequently remitted to government authorities.

b) Rendering of services: Revenue from job work services is recognised when the related services are rendered and there is no significant uncertainty regarding the collection of the consideration. The Company recognises revenue on completion of the service as at the reporting date, determined with reference to the actual services provided up to that date. Revenue is measured at the transaction price agreed with the customer, net of applicable taxes, discounts, and rebates. Income from job work services is recognised only when it is probable that the economic benefits will flow to the Company and the amount of revenue can be reliably measured, in accordance with the principles of Ind AS 115 Revenue from Contracts with Customers.

c) Variable Consideration Contracts - When the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods to the customer. The Company recognises the revenue at the point in time when control is transferred to the customer based on the expected value method, considering all reasonably available information and the terms of the contract. At the time of final settlement, when the contract price is agreed upon, any difference between the previously recognised revenue and the final consideration is adjusted in the period in which the final price is determined.

d) Other Income Income in respect of other income is recognised when a reasonable certainty as to its realization exists

e) Interest Income - Interest income is recognized on an accrual basis on fixed deposits when no significant uncertainty exists regarding its measurability or collectability.

2.12 Purchases

Purchases of raw materials are recorded at the time the significant risks and rewards of ownership are transferred to the Company, which is generally upon receipt of raw materials or as per the terms of the purchase contract.

Purchase transactions are measured at the invoice value, net of trade discounts, rebates, and GST input credits eligible for deduction. Any duties, taxes, freight, and other directly attributable costs incurred to bring the inventories to their present location and condition are included in the cost of purchases, except those recoverable from tax authorities.

The Company accounts for purchases on an accrual basis, recognising liabilities when goods/services are received irrespective of when the invoice is received or paid. Purchase returns are adjusted in the period in which they arise.

For imported materials, the cost of purchases includes customs duty, clearing charges, and exchange differences arising on settlement or translation of foreign currency payables, to the extent not considered as finance cost.

In line with the above, making charges and other processing charges are included in the cost of materials consumed as they form part of the directly attributable cost of converting raw materials into finished goods.

2.13 Tax Expenses

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business, or items recognised directly in equity or in Other comprehensive income.

The Company has determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.

Current tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss (either in OCI or in equity in correlation to the underlying transaction). Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions, where appropriate.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities and assets are recognized for all taxable temporary differences and deductible temporary differences.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting 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 assets to be utilised.

Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss (either in OCI or in equity in correlation to the underlying transaction).

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Goods and Services Tax (GST) paid on acquisition of assets or on incurring expenses

When the tax incurred on purchase of assets or services is not recoverable from the taxation authority, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable. Otherwise, expenses and assets are recognized net of the amount of taxes paid. The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

2.14 Borrowing cost

Borrowing costs consist of interest, ancillary and other costs that a Company incurs in connection with the borrowing of funds. These borrowing costs are expensed in the period in which they occur.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in statement of profit and loss in the period in which they are incurred.

2.15 Leases

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Company as a lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date, and less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section of Impairment of non-financial assets.

Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Companys lease liabilities are included in Borrowings.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

2.16 Earnings Per Share

Basic earnings per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.

The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted earnings per share

Diluted earnings per share is computed by dividing the profit (considered in determination of basic earnings per share) after considering the effect of interest and other financing costs or income (net of attributable taxes) associated with dilutive potential equity shares by the weighted average number of equity shares considered for deriving basic earnings per share adjusted for the weighted average number of equity shares that would have been issued upon conversion of all dilutive potential equity shares.

2.17 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Board of directors and management. The Board of Directors and management is responsible for allocating resources and assessing performance of the operating segments.

2.18 Dividend

The Company recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no longer at the discretion of the Company. In the case of interim dividends to equity shareholders, this is when declared by Board of Directors. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting of the Company.

2.19 Events after reporting date

Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the Restated Financial Information. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.

2.20 New Accounting pronouncements

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies

(Indian Accounting Standards) Rules as issued from time to time. For the period ended September 30, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

2.21 Climate related matters

The Company considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impacts on the Company due to both physical and transition risks.

Even though climate-related risks might not currently have a significant impact on measurement, the Company is closely monitoring relevant changes and developments.

KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS

Set forth below are the key components of our statement of profit and loss from our continuing operations:

Total Income

Our total income comprises of (i) revenue from operations; and (ii) other income.

Revenue from contracts with customers

Revenue from contracts with customers comprises of revenue from sale of products i.e. processed goods, trading and job work.

Other Income

Other income comprises of income from hall marking, credit balances written back, interest on income tax refund, interest on fixed deposit, foreign exchange gain and other income.

Expenses

Our expenses comprise (i) cost of raw material consumed; (ii) purchase of stock in trade; (iii) changes in inventories of finished goods, work in progress and stock in trade; (iv) employee benefit expenses, (iv) finance cost, (v) depreciation and amortization expenses and (vi) other expenses.

Cost of raw material consumed

Cost of material consumed primarily consists of opening stock of raw materials, purchases of raw materials, ornament making charges adjusted with closing stock of raw materials.

Purchase of stock in trade

The Company, apart from its processing activities, was engaged in trading activities during the six-months period ended September 30, 2025, and the Fiscal 2025 and Fiscal 2024. These activities involved dealing in products including but not limited to silver ornaments, 18-Karat gold ornaments, 20-Karat gold ornaments and gold bullion. Primarily, the company imported gold bullion under the India-UAE Comprehensive Economic Partnership Agreement and sold the excess quantity not utilised for ornaments in the local market. The revenue from such trade activities is disclosed separately under revenue. Other precious ornaments like silver ornaments and 18-Karat, 20-Karat gold ornaments are traded based on customer request.

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 consists of inventory of finished goods, work in progress and stock in trade at beginning of the year less inventory at end of the year.

Employee Benefit Expense

Employee benefit expense comprises of (i) salaries and wages; (ii) staff welfare expenses and (iii) contribution to other funds.

Finance Cost

Finance costs comprise (i) interest expenses; (ii) other borrowing costs and (iii) interest on lease liabilities.

Depreciation and Amortisation Expenses

Depreciation and amortisation expense primarily comprises (i) Depreciation and amortisation expense on owned assets and (ii) depreciation on right of use assets.

Other Expenses

Other expenses comprise of consumption of (i) advertisement and sales promotion expenses; (ii) engraving and hallmarking charges; (iii) freight and forwarding charges; (iv) insurance; (v) power and fuel; (vi) Printing and stationery; (vii) professional and consultancy fees; (viii) directors sitting fee; (ix) registrations and renewals; (x) repairs and maintenance; (xi) payment to Auditors, (xii) subscription charges, (xiii) taxes, fees and licenses; (xiv) travelling and conveyance; (xv) rent, (xvi) corporate social responsibility expenses; (xvii) security charges and (xviii) miscellaneous expenses.

Tax expenses

Tax expense comprises of current tax, deferred tax, income tax for earlier years/excess provision reversal.

RESULTS OF OPERATIONS

The following tables set forth our selected financial data from our restated statement of profit and loss for the six-months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income for such years:

Particulars For the six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
In million % of Total Income In million % of Total Income In million % of Total Income In million % of Total Income

Income

Revenue from contracts with customers 8,121.92 99.99% 13,970.10 99.78% 10,245.68 99.89% 9,212.55 99.95%
Other income 0.59 0.01% 30.90 0.22% 11.61 0.11% 4.58 0.05%

Total income

8,122.51 100.00% 14,001.00 100.00% 10,257.29 100.00% 9,217.13 100.00%

Expenses

Cost of materials consumed 7,151.06 88.04% 12,505.84 89.32% 10,093.79 98.41% 8,711.16 94.51%
Purchase of stock in trade 8.95 0.11% 860.83 6.15% 1.79 0.02% - -
Changes in inventories of finished goods, work in progress and stock in trade 259.01 3.19% (7.34) (0.05%) (249.95) (2.44%) 130.57 1.42%
Employee benefits expense 12.47 0.15% 18.64 0.13% 20.70 0.20% 22.98 0.25%
Finance costs 23.45 0.29% 43.62 0.31% 39.63 0.39% 36.56 0.40%
Depreciation and amortisation expenses 2.25 0.03% 2.62 0.02% 2.88 0.03% 3.13 0.03%
Other expenses 14.40 0.18% 32.08 0.23% 21.64 0.21% 17.11 0.19%

Total expenses

7,471.58 91.99% 13,456.28 96.11% 9,930.48 96.81% 8,921.51 96.79%

Profit before tax

650.93 8.01% 544.72 3.89% 326.81 3.19% 295.62 3.21%

Tax expenses

Current tax 164.65 2.03% 139.31 0.99% 83.83 0.82% 75.95 0.82%
Deferred tax 0.13 0.00% (0.40) 0.00% (0.48) 0.00% (0.55) (0.01%)
Prior year taxes/excess provision reversal - - - (0.01)

Total tax expenses

164.78 2.03% 138.91 0.99% 83.35 0.81% 75.39 0.82%

Profit for the year

486.15 5.99% 405.80 2.90% 243.47 2.37% 220.23 2.39%

SIX-MONTHS PERIOD ENDED SEPTEMBER 30, 2025

Total Income

Total Income was 8,122.51 million for the six months period ended September 30, 2025, primarily due to increase in the revenue from contracts with customers and other income as disclosed below.

Revenue from contracts with customers

Revenue from contracts with customers was 8,121.92 million for the six months period ended September 30, 2025. This was primarily driven by sales of processed 22 Karat gold ornaments amounting to 8,023.50 million, mainly attributable to higher sales volumes, the introduction of new product collections, an expansion in our customer base, and an increase in gold prices.

In addition, revenue from sale of traded products contributed 9.20 million, primarily arising from the trading of silver ornaments, 18-Karat gold ornaments, and 20-Karat gold ornaments. Further, revenue from sale of services job work amounted to 89.21 million, mainly due to an increase in job-work orders received from customers.

Other income

Other income was 0.59 million for the six-months period ended September 30, 2025, primarily due to income from hall marking of 0.07 million, foreign exchange gain of 0.48 million and other income of 0.04 million.

Total Expenses

Total expenses were 7,471.58 million for the six-months period ended September 30, 2025, which was primarily attributable to the cost of materials consumed amounting to 7,151.06 million, purchase of stock in trade amounting to 8.95 million; changes in inventories of finished goods, work in progress and stock in trade amounting to 259.01 million, employee benefit expenses amounting to 12.47 million, finance cost amounting to 23.45 million, depreciation and amortisation expenses amounting to 2.25 million and other expenses amounting to 14.40 million

Cost of materials consumed

Cost of materials consumed was 7,151.06 million for the six months period ended September 30, 2025, primarily driven by higher procurement and consumption of raw materials in line with increased production volumes and sales.

Purchase of stock-in-trade

Purchase of stock-in-trade was 8.95 million for the six months period ended September 30, 2025, due to the trading of silver ornaments and 18 and 20-karat gold ornaments.

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 259.01 million for the six months period ended September 30, 2025, due to liquidation of our inventory due to peak season sales in August and September 2025.

Employee benefits expense

Employee benefits expense of 12.47 million for the six months period ended September 30, 2025, comprises primarily, salaries and wages of 11.73 million, staff welfare expenses of 0.17 million and contribution to other funds of 0.57 million.

Finance costs

Finance costs were 23.45 million for the six months period ended September 30, 2025, attributable to interest expenses of 22.89 million, other borrowing cost of 0.15 million and interest on lease liability of 0.42 million.

Depreciation and amortisation expense

Depreciation and amortisation expense was 2.25 million for the six months period ended September 30, 2025, on account of depreciation and amortisation expenses of 1.27 million and depreciation on right-of -use assets of 0.97 million.

Other expenses

Our other expenses were 14.40 million for the six months period ended September 30, 2025, primarily due to advertisement and sales promotion expenses amounting to 1.75 million; engraving and hallmarking charges amounting to 1.93 million; freight and forwarding charges amounting to 1.99 million; insurance expenses amounting to 0.37 million; power and fuel expenses amounting to 0.65 million; printing and stationery expenses amounting to 0.07 million; professional and consultancy fees expenses amounting to 0.28 million; directors sitting fee of 0.70 million; registrations and renewals expenses amounting to 0.08 million; repairs and maintenance expenses amounting to 0.11 million; payment to Auditors of 0.60 million, subscription charges expenses amounting to 0.03 million, taxes, fees and licenses of 1.64 million; travelling and conveyance expenses amounting to 0.43 million; expenses towards rent amounting to 0.04 million, corporate social responsibility expenses amounting to 3.00 million; security charges expenses amounting to 0.10 million and other miscellaneous expenses of 0.65 million.

Profit before tax

As a result of the foregoing, our profit before tax was 650.93 million for the six-months period ended September 30, 2025.

Tax expense

Our tax expense was 164.78 million for the six-months period ended September 30, 2025 due to increase in our profit before tax.

Profit for the period

As a result of the foregoing income and expenses, profit after tax for the six months period ended September 30, 2025, stood at 486.15 million.

FISCAL 2025 COMPARED TO FISCAL 2024

Total Income

Total income increased by 3,743.71 million or 36.50 % from 10,257.29 million in Fiscal 2024 to 14,001.00 million in Fiscal 2025, primarily due to increase in the revenue from contracts with customers and other income as disclosed below

Revenue from contracts with customers

Revenue from contracts with customers increased by 3,724.42 million or 36.35% from 10,245.68 million in Fiscal 2024 to 13,970.10 million in Fiscal 2025. This is due to increase in sale of products through processing by 2,849.99 million or 28.21% from 10,104.00 million in Fiscal 2024 to 12,593.99 million in Fiscal 2025 primarily due to increase in sales volume, introduction of new product collections, increased clientele and rise in gold prices,

Further, there has also been increase in sale of products through trade by 863.43 million or 52,013.86 % from 1.66 million in Fiscal 2024 to 865.09 million in Fiscal 2025 due to surplus gold bullion which the Company imported from

UAE under the TRQ (Tariff Rate Quota) allocation under the India-UAE Comprehensive Economic Partnership Agreement was traded to the customers. Furthermore, the revenue from sale of services through job work also increased by 11.00 million or 7.86% from 140.02 million in Fiscal 2024 to 151.02 million in Fiscal 2025 mainly due to higher job-work orders received from customers.

Other income

Other income increased by 19.29 million or 166.15 % from 11.61 million in Fiscal 2024 to 30.90 million in Fiscal

2025. This is due to the Company directly importing gold bullion which is the primary raw material, from UAE under the TRQ (Tariff Rate Quota) allocation of the India-UAE Comprehensive Economic Partnership Agreement, resulting in an increased volume of gold imports. The higher volume of imports during Fiscal 2025 indirectly resulted in increased gains from foreign currency exchange transactions.

Expenses

Total expense increased by 3,525.80 million or 35.50 % from 9,930.48 million in Fiscal 2024 to 13,456.28 million in Fiscal 2025. This was due to increase in cost of raw materials consumed, purchase of stock in trade, finance costs, other expenses and was partially offset by the changes in inventories of finished goods, work in progress and stock in trade and employee benefits expense; details of the respective expenses are provided below.

Cost of raw materials consumed

Cost of raw materials consumed increased by 2,412.05 million or 23.90 % from 10,093.79 million in Fiscal 2024 to

12,505.84 million in Fiscal 2025, primarily on account of higher procurement and consumption of raw materials driven by an increase in production volumes, in line with the growth in ornaments processed and sold. Further, the average procurement cost of key raw materials, driven by fluctuations in market prices increased during the year.

Purchase of stock-in-trade

Purchase of stock-in-trade increased by 859.04 million or 47991.06% from 1.79 million in Fiscal 2024 to 860.83 million in Fiscal 2025, as the company had expanded its trading operations in products including silver ornaments, 18 Karat gold ornaments, and gold bullion. Further, during Fiscal 2025, the Company has imported gold bullion from UAE under the TRQ (Tariff Rate Quota) allocation under the India-UAE Comprehensive Economic Partnership Agreement and the surplus of gold bullion was traded with customers.

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

Change in inventories of finished goods, work-in-progress and stock in trade decreased by 242.61 million or 97.06% from (249.95) million in Fiscal 2024 to (7.34) million in Fiscal 2025. This variance was primarily driven by a higher level of processed gold ornaments produced in March 2024 in preparation for an exhibition held in Bangalore, Karnataka, in April 2024, which led to elevated inventory levels in Fiscal 2024 as compared to Fiscal 2025. In Fiscal 2025, the impact on inventory levels was lower because the ornaments prepared for exhibitions were included in both the opening and closing stock, given that an exhibition was also scheduled in April 2025. In contrast, in Fiscal 2024, the ornaments prepared for the exhibition were reflected only in the closing stock.

Employee benefit expense

Employee benefit expenses decreased by 2.06 million or 9.95 % from 20.70 million in Fiscal 2024 to 18.64 million in Fiscal 2025, primarily due to a reduction in the Directors remuneration, which resulted in a fall in salaries and wages from 19.40 million in Fiscal 2024 to 17.30 million in Fiscal 2025.

Finance costs

Finance costs increased by 3.99 million or 10.07 % from 39.63 million in Fiscal 2024 to 43.62 million in Fiscal 2025, primarily due to higher utilisation of working capital limits provided by the bank to support the expanded scale of operations.

Depreciation and amortisation expense

Depreciation and amortisation expenses decreased by 0.26 million or 9.03 % from 2.88 million in Fiscal 2024 to 2.62 million in Fiscal 2025, primarily due to lower additions of fixed assets in Fiscal 2025. Further, the carrying value of certain existing fixed assets declined over the year as a result of continued depreciation, leading to a lower depreciation charge for the current fiscal.

Other expenses

Other expenses increased by 10.44 million or 48.24 % from 21.64 million in Fiscal 2024 to 32.08 million in Fiscal 2025 primarily due to increase in advertisement and sales promotion expenses 2.95 million or 60.15% from 4.91 million in Fiscal 2024 to 7.86 million in Fiscal 2025, increase in professional and consultancy fee by 160.70% or 0.50 million from 0.31 million in Fiscal 2024 to 0.81 million in Fiscal 2025, increase in freight and forwarding charges by 25.16% or 0.95 million from 3.78 million in Fiscal 2024 to 4.73 million in Fiscal 2025, increase in security charges by 382.02% or 0.20 million from 0.05 million in Fiscal 2024 to 0.25 million in Fiscal 2025, increase in registrations and renewals by 104.75% or 0.24 million from 0.23 million in Fiscal 2024 to 0.46 million in Fiscal 2025, increase in payment to auditor by 128.57% or 0.45 million from 0.35 million in Fiscal 2024 to 0.80 million in Fiscal 2025, increase in taxes, fees and licenses by 395.14% or 1.36 million from 0.34 million in Fiscal 2024 to 1.71 million in Fiscal 2025, increase in travelling and conveyance by 130.45% or 0.53 million from 0.41 million in Fiscal 2024 to 0.94 million in Fiscal 2025, increase in miscellaneous expenses by 783.80% or 0.99 million from 0.13 million in Fiscal 2024 to 1.12 million in Fiscal 2025. Other expenses also include engraving & hallmarking charges, repairs and maintenance, corporate social responsibility expenses, insurance, power and fuel, and printing & stationery, which increased nominally in Fiscal 2025 compared to Fiscal 2024.

Profit before tax

As a result of the foregoing, our profit before tax increased by 217.91 million or 66.68 % from 326.81 million in Fiscal 2024 to 544.72 million in Fiscal 2025

Tax Expense

Total tax expense increased by 55.56 million or 66.66 % from 83.35 million in Fiscal 2024 to 138.91 million in Fiscal

2025 primarily due to increase in our profit before tax. The reason of increase in tax expenses is as follows:

Current tax expense increased by 55.48 million or 66.18 % from 83.83 million in Fiscal 2024 to 139.31 million in Fiscal 2025;

Deferred tax (credit) decreased by 0.08 million or 16.67 % from (0.48) million in Fiscal 2024 to (0.40) million in Fiscal 2025

Restated Profit for the year

Due to reasons mentioned above, profit for the year increased by 162.33 million or 66.67 % from 243.47 million in Fiscal 2024 to 405.80 million in Fiscal 2025

FISCAL 2024 COMPARED TO FISCAL 2023

Total Income

Total income increased by 1,040.16 million or 11.29 % from 9,217.13 million in Fiscal 2023 to 10,257.29 million in

Fiscal 2024 primarily due to increase in the revenue from contracts with customers and other income as disclosed below

Revenue from contracts with customers

Revenue from contracts with customers increased by 1033.13 million or 11.21 % from 9,212.55 million in Fiscal 2023 to 10,245.68 million in Fiscal 2024 primarily due to increase in sales of processed products by 1,005.96 million or 11.06% from 9,098.05 million in Fiscal 2023 to 10,104.00 million in Fiscal 2024 as a result of introduction of new product collections, increased customers and rise in gold prices.

Further, the sale of products through trade, introduced in Fiscal 2024 made a strong debut, registering sale of 1.66 million against Nil in Fiscal 2023. Additionally, sale of services through job work increased by 25.51 million or 22.28% from 114.51 million in Fiscal 2023 to 140.02 million in Fiscal 2024 mainly due to higher job-work orders received from customers.

Other income

Other income increased by 7.03 million or 153.49% from 4.58 million in Fiscal 2023 to 11.61 million in Fiscal 2024, primarily due to interest income earned on fixed deposits made by the company, hallmarking income, credit balances written back, interest on income tax refund, foreign exchange gain and other income.

Expenses

Total expenses increased by 1.008.98 million or 11.31 % from 8,921.51 million in Fiscal 2023 to 9,930.48 million in

Fiscal 2024, primarily due to the increase in costs of raw materials consumed, purchase of stock in trade, finance cost and other expenses, offset by decrease in employee benefits expense and depreciation and amortisation expense, as explained in detail below.

Cost of raw materials consumed

Cost of raw materials consumed increased by 1382.63 million or 15.87 % from 8,711.16 million in Fiscal 2023 to

10,093.79 million in Fiscal 2024, primarily due to increase in the average procurement cost of key raw materials, driven by fluctuations in market prices during the year. The rise in raw material prices, particularly for gold and other precious inputs, resulted in higher consumption costs.

Purchase of stock-in-trade

Purchase of stock-in-trade increased from nil in Fiscal 2023 to 1.79 million in Fiscal 2024, primarily because the company commenced trading activities in silver ornaments and 18-karat gold ornaments during Fiscal 2024. We introduced these product categories to diversify our offerings and create an additional revenue stream.

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

Change in inventories of finished goods, work-in-progress and stock in trade increased by 380.52 million or 291.43% from a decrease of 130.57 million in Fiscal 2023 to an increase of (249.95) million in Fiscal 2024. The change was primarily due to increased processing of gold ornaments in March 2024, in anticipation of an exhibition scheduled in April 2024, resulting in higher inventories levels during Fiscal 2024.

Employee benefit expense

Employee benefit expenses decreased by 2.28 million, or 9.92%, from 22.98 million in Fiscal 2023 to 20.70 million in Fiscal 2024, primarily due to a reduction in Directors remuneration, which resulted in fall in salaries and wages from 21.63 million in Fiscal 2023 to 19.40 million in Fiscal 2024.

Finance costs

Finance costs increased by 3.07 million or 8.40 % from 36.56 million in Fiscal 2023 to 39.63 million in Fiscal 2024 primarily due to higher utilisation of working capital limits provided by the bank to support increase sales volumes.

Depreciation and amortisation expense

Depreciation and amortisation expenses decreased by 0.25 million or 7.99 % from 3.13 million in Fiscal 2023 to 2.88 million in Fiscal 2024, primarily due to a lower addition of fixed assets in Fiscal 2024. Further, the carrying value of certain existing fixed assets declined over the year as a result of continued depreciation, leading to a lower depreciation charge for the current fiscal.

Other expenses

Other expenses increased by 4.53 million or 26.48 % from 17.11 million in Fiscal 2023 to 21.64 million in Fiscal 2024. This was primarily due to increase in advertisement expenses by 2.69 million or 121.49% from 2.22 million in Fiscal 2023 to 4.91 million in Fiscal 2024, increase in CSR expense of 1.40 million or 51.93% from 2.70 million in Fiscal 2023 to 4.10 million in Fiscal 2024 , increase in printing and stationery of 0.24 million or 538.05% from 0.04 million in Fiscal 2023 to 0.29 million in Fiscal 2024, increase in repairs and maintenance of 0.31 million or 1,131.25% from 0.03 million in Fiscal 2023 to 0.33 million in Fiscal 2024 and other expenditure like engraving & hallmarking charges, power and fuel, registrations and renewals, payment to auditor, subscription charges, security charges, miscellaneous expenses, freight and forwarding charges and offset by insurance, professional and consultancy fees and taxes, fees and licenses.

Profit before tax

As a result of the foregoing, our profit before tax increased by 31.19 million or 10.55 % from 295.62 million in Fiscal 2023 to 326.81 million in Fiscal 2024

Tax Expense

Total tax expense increased by 7.96 million or 10.56 % from 75.39 million in Fiscal 2023 to 83.35 million in Fiscal

2024 primarily due to increase in our profit before tax. The reason of increase in tax expenses is as follows:

Current tax expense increased by 7.88 million or 10.38 % from 75.95 million in Fiscal 2023 to 83.83 million in Fiscal 2024;

Deferred tax (credit) decreased by 0.07 million or 12.73% from (0.56) million in Fiscal 2023 to (0.48) million in Fiscal 2024 primarily.

Profit for the year

Due to reasons mentioned above, profit for the year increased by 23.24 million or 10.55 % from 220.23 million in Fiscal 2023 to 243.47 million in Fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

Capital Requirements

Our principal capital requirements are for working capital to maintain and scale of our inventory. Our principal source of funding since inception has been and is expected to continue to be cash generated from operations, supplemented by borrowings from banks & financial institutions, unsecured loans from directors and optimisation of operating working capital. For the six-months period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements and other cash outlays, principally with funds generated from operations, optimisation of operating working capital with the balance met from external borrowings.

Liquidity

Our liquidity requirements arise principally from our operating activities, repayment of borrowings and debt service obligations. Historically, our principal sources of funding have included cash from operations, short-term and long-term borrowings from financial institutions, unsecured loans from directors and cash and cash equivalents.

Cash flow

Our anticipated cash flows are dependent on various factors that are beyond our control. See "Risk Factors" beginning on page 30. The following table sets forth certain information relating to our cash flows for the period of six months ended September 30, 2025, and in Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Particulars

For six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash flow (used in)/generated from operating activities (142.60) (98.64) 48.45 (63.24)
Net cash flows (used in)/ generated from investing activities (9.12) 102.59 58.08 (156.84)
Net cash flows (used in)/ from financing activities 151.70 (14.99) (94.83) 220.26
Net increase/ (decrease) in cash and cash equivalents (0.03) (11.05) 11.70 0.18
Cash and cash equivalents at the end of the year/ period 0.93 0.96 12.01 0.31

Operating Activities

Six months period ended September 30, 2025

Net cash used in operating activities was (142.60) million for six months period ended September 30, 2025. Profit before tax was 650.93 million, which was adjusted primarily for depreciation expense of 2.25 million, finance cost of 23.45 million and forex gain of (0.48) million.

Working capital adjustments in the six months period ended September 30, 2025, primarily consisted of decrease in inventories of 334.63 million, increase in trade receivables of (1,083.13) millions, decrease in other assets of 7.18 million, increase in trade payables of 27.04 million, increase in other financial liabilities of 1.21 million, increase in provision of 0.40 million, increase in other liabilities of 5.83 million, increase in contract assets of (3.69) million, decrease in contract liabilities of (10.25) million and income taxes paid (net) (97.97) million.

Fiscal 2025

Net cash used in operating activities was (98.64) million in Fiscal 2025. Profit before tax was 544.72 million, which was adjusted primarily for depreciation expense of 2.62 million, finance cost of 43.62 million, forex gain of (29.29) million and interest on fixed deposit of (1.34) million.

Working capital adjustments in Fiscal 2025, primarily consisted of increase in inventories of (105.31) million, increase in trade receivables of (432.83) millions, increase in other assets of (2.95) million, decrease in other financial assets of 2.67 million, increase in trade payables of 35.00 million, increase in other financial liabilities of 1.06 million, increase in provision of 0.87 million, decrease in other liabilities of (0.02) million, increase in contract assets of (6.75) million, decrease in contract liabilities of (22.51) million and income taxes paid (net) (128.19) million.

Fiscal 2024

Net cash generated from operating activities was 48.45 million in Fiscal 2024. Profit before tax was 326.81 million, which was adjusted primarily for depreciation expense of 2.88 million, finance cost of 39.63 million, forex gain of (0.35) million and interest on fixed deposit of (10.87) million.

Working capital adjustments in the Fiscal 2024, primarily consisted of increase in inventories of (268.82) million, decrease in trade receivables of 18.81 million, increase in other assets of (7.03) million, decrease in other financial assets of 1.23 million, decrease in trade payables of (0.18) million, increase in other financial liabilities of 0.14 million, increase in provision of 0.92 million, increase in other liabilities of 0.36 million, increase in contract asset of (0.62) million, increase in contract liabilities of 34.04 million and income taxes paid (net) (88.50) million .

Fiscal 2023

Net cash used in operating activities was (63.24) million in Fiscal 2023. Profit before tax was 295.62 million, which was adjusted primarily for depreciation expense of 3.13 million, finance cost of 36.56 million and interest on fixed deposit of (4.33) million.

Working capital adjustments in the Fiscal 2024, primarily consisted of decrease in inventories of 136.79 million, increase in trade receivables of (452.02) million, decrease in other assets of 5.08 million, increase in other financial assets of (3.90) million, increase in trade payables of 0.46 million, decrease in other financial liabilities of (0.14) million, increase in provision of 1.03 million, increase in other liabilities of 0.41 million, increase in contract asset of (0.11) million, increase in contract liabilities of 0.08 million and income taxes paid (net) (81.91) million

Investing Activities

Six months period ended September 30, 2025

Net cash used in investing activities was (9.12) million in the six months period ended September 30, 2025, primarily due to purchase of property, plant and equipment of (9.12) million.

Fiscal 2025

Net cash generated from investing activities was 102.59 million in Fiscal 2025, primarily on account of movement in other bank balances, being liquidation of fixed deposits, of 102.20 and interest received on fixed deposit of 1.34 million and purchase of property, plant and equipment of (0.95) million.

Fiscal 2024

Net cash generated from investing activities was 58.08 million in Fiscal 2024, primarily on account of movement in other bank balances, being liquidation of fixed deposits of 50.00 million, interest received on fixed deposit of 10.87 million, and purchase of property, plant and equipment of (2.79) million.

Fiscal 2023

Net cash used in investing activities was (156.84) million in Fiscal 2023, primarily on account of interest received on fixed deposit of 4.33 million, net of purchase of property, plant and equipment of (7.02) million, movement in other bank balances, being placement of fixed deposits of (152.20) million and purchase of intangible assets of (1.95) million.

Financing Activities

Six months period ended September 30, 2025

Net cash generated from financing activities was 151.70 million in the six months period ended September 30, 2025, primarily dues to proceeds from current borrowings of 150.07 million, proceeds from non-current borrowings of 265.16 million, repayment of non-current borrowings of (228.37) million, repayment of principal portion of lease liabilities (1.20) million, finance costs of (23.03) million and transaction cost on issue of shares of (10.93) million.

Fiscal 2025

Net cash used in financing activities was (14.99) million in the Fiscal 2025, primarily due to proceeds from current borrowings of 57.39 million, proceeds from non-current borrowings of 974.86 million, repayment of non-current borrowings of (1,003.62) million and finance costs of (43.62) million.

Fiscal 2024

Net cash used in financing activities was (94.83) million in the Fiscal 2024, primarily due to proceeds from current borrowings of (41.52) million, proceeds from non-current borrowings of 1,064.52 million, repayment of non-current borrowings of (1,078.19) million and finance costs of (39.63) million.

Fiscal 2023

Net cash generated from financing activities was 220.26 million in the Fiscal 2023, primarily due to proceeds from current borrowings of 240.83 million, proceeds from non-current borrowings of 803.78 million, repayment of non-current borrowings of (787.80) million and finance costs of (36.56) million.

FINANCIAL INDEBTEDNESS

As of November 30, 2025, we had total borrowings of 903.68 million. Our total borrowing to equity ratio was 0.61 as of Fiscal 2025.For further information on our indebtedness, see "Financial Indebtedness" on page 343.

The following table sets forth certain information relating to our outstanding indebtedness as of six months period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023.

Particulars

Six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Non-current borrowings 418.95 382.17 410.93 424.61
Current borrowings 575.82 425.74 368.35 409.87

Total borrowings

994.77 807.91 779.28 834.48

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

For the six-months period ended September 30, 2025, and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, there are no contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.

For further information on our contingent liabilities, see "Restated Financial Information Note No. 33 -contingent liabilities and commitments"on page 293.

We confirm that, except as disclosed elsewhere in this Draft 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 table below summarises the maturity profile of the Companys financial liabilities based on contractual undiscounted payments:

Particulars

Up to 1 year More than 1 year Total

As at September 30, 2025

Borrowings 575.82 418.95 994.77
Trade payables 32.57 - 32.57
Other financial liabilities 2.76 - 2.76

Total

611.15 418.95 1,030.10

As at March 31, 2025

Borrowings 425.74 382.17 807.91
Trade payables 6.01 - 6.01
Other financial liabilities 1.55 - 1.55

Total

433.30 382.17 815.47

As at March 31, 2024

Borrowings 368.35 410.93 779.28
Trade payables 0.30 - 0.30
Other financial liabilities 0.49 - 0.49

Total

369.14 410.93 780.07

As at March 31, 2023

Borrowings 409.87 424.61 834.48
Trade payables 0.82 - 0.82
Other financial liabilities 0.35 - 0.35

Total

411.05 424.61 835.65

CAPITAL EXPENDITURES

As at September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital expenditure towards additions to property, plant and equipment was 5.63 million, 0.95 million 2.79 million and 8.77 million respectively.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include Directors remuneration & Sitting Fees, Rent, Unsecured Loans and Interest on Unsecured Loans. For further information relating to our related party transactions, see "Restated Financial Information Note 35" on page 294.

SUMMARY OF RESERVATION, QUALIFCATIONS, ADVERSE REMARKS AND EMPHASIS OF MATTERS BY AUDITORS

There are no reservations, qualifications, adverse remarks or emphasis of matters in the Restated Financial Information of our Company for the six months period ended September 30, 2025, and Fiscal 2025, Fiscal 2024 and Fiscal 2023 and the examination report thereon.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks that are related to the normal course of our operations, such as interest rate, liquidity risk, foreign currency risk, Credit risk and commodity price risk, which may affect economic growth in India and the value of our financial liabilities, our cash flows and our results of operations.

Credit Risk

None of the Companys cash equivalents, loans and other financial assets were either past due or impaired as at the respective reporting period. The Company has diversified its portfolio of investment in cash and cash equivalents and term deposits with various banks which have secure credit ratings, hence the risk is reduced. Loans given to related parties and others are tested for impairment where there is an indicator and the assessed credit risk associated with such loans is relatively low. Other financial assets represent security deposits given to lessors and other assets. Credit risk associated with such deposits and other assets is relatively low.

Liquidity Risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining cash and cash equivalents and the cash flows generated from operations along with collections from trade receivables.

Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the

Companys income. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company purchases gold payable in foreign currencies (primarily in United States Dollars). As a result, as the rupee appreciates or depreciates against foreign currencies, the results of the entitys operations are impacted. The Company does not use financial derivatives such as foreign currency forward contracts.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of the Company and the Companys financial instruments will fluctuate because of changes in market interest rates. The Companys exposure to interest rate risk relates primarily to the floating interest rate borrowings. The Companys investment in deposits with banks and loans are fixed interest rates and therefore do not expose the Company to significant interest rate risk.

The Companys exposure to changes in interest rates relates primarily to the Companys outstanding floating rate borrowings.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

The Company confirms that, except as described in this Draft 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.

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 "Managements Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 307 and 30, respectively. Except as discussed in this Draft 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 of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

The Company hereby confirms that other than as described in "Risk Factors", "Our Business" and "Managements

Discussion and Analysis of Financial Condition and Results of Operations" on pages 30, 190 and 307 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 disclosed in this Draft Red Herring Prospectus in the sections "Our Business" on page 190, we have not announced and do not expect to announce in the near future any new products or business segments.

TOTAL TURNOVER OF EACH MAJOR INDUSTRY SEGMENT

There is only one reportable revenue segment i.e jewellery processing of 22 karat gold ornaments, job-work services, and trading of jewellery and related products.

CHANGES IN ACCOUNTING POLICIES

There are no changes in the accounting policies in the six months period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023.

COMPETITIVE CONDITIONS

We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See

"Risk Factors", "Industry Overview" and "Our Business" on pages 30, 125 and 190, respectively, for further details on competitive conditions that we face across our various business segments.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW SUPPLIER

The percentage of total cost of raw materials derived from our top suppliers is given below:

Six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023

Supplier concentration*

Amount % of total purchase Amount % of total purchase Amount % of total purchase Amount % of total purchase
Top 1 1,822.52 26.35 4,225.73 32.07 3,417.57 34.55 1,805.16 21.13
Top 5 5,528.45 79.94 8,372.33 63.54 8,804.68 89.02 7,196.19 84.22
Top 10 6,715.81 97.11 10,845.93 82.32 9,582.83 96.89 8,305.83 97.20

*While more than 50% of our expenses are incurred towards our top 10 suppliers, names of the suppliers have not been included this information is commercially sensitive to our business.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

The percentage of revenue from operations derived from our top customers is given below:

Six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023

Customer Concentration*

Revenue from operations % of revenue from operations Revenue from operations % of revenue from operations Revenue from operations % of revenue from operations Revenue from operations % of revenue from operations
Top 1 1,533.81 18.88 1,981.81 14.19 1,612.21 15.74 1,590.87 17.27
Top 5 4,482.82 55.19 6,398.83 45.80 5,376.88 52.48 5,193.43 56.37
Top 10 5,745.76 70.74 8,839.29 63.27 6,901.89 67.36 6,592.04 71.55

*While more than 50% of our revenue from operations originates from our top 10 customer, names of the customers have not been included in the above table as this information is commercially sensitive to our business.

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. See "Risk Factors- Our income and sales are subject to seasonal fluctuations and lower income in a peak season may have a disproportionate effect on our results of operations." on page 37.

MATERIAL DEVELOPMENTS AFTER SEPTEMBER 30, 2025, THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below and elsewhere in this Draft Red Herring Prospectus, there have been no significant developments from the date of the last financial statements contained in this Draft Red Herring Prospectus, to the date of filing of this Draft Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months:

(i) Pursuant to a resolution passed by Board dated October 10, 2025, and a resolution passed by Shareholders dated November 10, 2025, the face value of the Equity Shares of Company was sub-divided from 10 each to 2 each, therefore an aggregate 4,100,000 issued and paid-up Equity Shares of 10 each were sub-divided into 20,500,000

Equity Shares of 2 each.

(ii) Pursuant to a resolution passed by Board dated October 28, 2025, and a resolution passed by the Shareholders dated November 10, 2025 approved the issue of bonus shares to its existing shareholders out of its free reserves in the ratio of 3:1 i.e. 3 new fully paid-up equity shares of 2 each for every 1 fully paid-up equity share of 2 held in our

Company. Further, the Board at their meeting held on November 28, 2025, allotted the shares in the ratio of 3:1 to the shareholders whose name appeared in the register of members on the record date i.e. November 21, 2025.

Consequently, the Equity Shares capital of our Company now stands at 164.00 million comprising of 82,000,000 equity shares of 2 each.

FINANCIAL INDEBTEDNESS

Our Company avail fund based and non-fund-based facilities in the ordinary course of business for purposes such as, inter alia, meeting our working capital requirements or business requirements. We have obtained the necessary consents required under the relevant loan documentation for undertaking activities in relation to the Offer, including, inter alia, for effecting a change in our shareholding pattern, for effecting a change in the composition of our Board, and for amending our constitutional documents.

Set out below is a brief summary of the aggregate borrowings by our Company as of November 30, 2025:

Category of Borrowing

Sanctioned Amount as on November 30, 2025 Amount outstanding as on November 30, 2025
(to the extent applicable)

Secured

Fund based borrowings (A)

Cash Credit 1,150.00 106.63
Gold Metal Loan 1,000.00 365.16
(Sublimit to Cash Credit)

Sub-total (A)

1,150.00 471.78

Non-Fund based borrowings (B)

- -

Sub-total (B)

- -

Total secured (C) = (A+B)

1,150.00 471.78

Unsecured

Fund Based

Ashish Agarwal - 133.77
Seema Agarwal - 170.30
Dev Agarwal - 127.83

Total Fund Based

- 431.90

Total unsecured (D)

- 431.90

Total Borrowings (E) = (C)+(D)

1,150.00 903.68

As certified by NSVR & Associates LLP, Chartered Accountants, pursuant to their certificate dated December 29, 2025.

Principal terms of the facilities sanctioned to our Company:

Tenor and interest rate: The tenor of the fund based and non-fund based facilities range from 6 months to 12 months. Certain short-term loans availed by our Company have a tenor of up to one year. The interest rate of our loans varies from 8.00% to 10.00%, (TBILL Three Months + 2.72%) which is linked to the marginal cost of fund-based lending rate or external benchmark rates. And for metal loans are decided at the time of disbursement normally ranges from 2.00-3.00%.

Security: In terms of the borrowings where security needs to be created, the Company is typically required to create security by way of hypothecation over assets and collaterals of our property. Further, certain facilities availed by the Company are secured by personal guarantees of the Promoters.

For the purposes of details regarding guarantees given by our Promoter Selling Shareholders, see "History and Certain Corporate Matters - personal guarantees of the Promoter Selling Shareholders." on page 230.

Repayment: Our facilities are typically repayable within 6 months to 12 months or are repayable on demand.

Prepayment: Certain loans availed by our Company have prepayment provisions which allows for prepayment of the outstanding loan amount and sometimes carry a pre-payment penalty subject to terms and conditions stipulated under the loan documents.

Penal Interest: We are bound to pay additional interest to our lenders for defaults in the payment of interest or other monies due and payable. This additional interest is charged as per the terms of our loan agreements and is typically 2.00% per annum over the applicable interest rate.

Restrictive Covenants: As per the terms of our loan agreements, certain corporate actions for which our Company requires prior written consent of the lenders inter alia includes:

a. change in the ownership or control whereby the effective beneficial ownership or control shall change; b. any material change in the management of the business; c. amendments in the constitutional documents; d. diversification or change in the line of business;

e. change in the ownership structure of our Company including change in the shareholding of promoters, directors and principal shareholders;

f. issuing further capital or raising loans; and

g. prepayment of outstanding balance.

Events of Default: Our borrowing arrangements prescribe the following events of default, including among others:

a. failure to pay any amount due to the banks;

b. failure to pay any amount or meet with any obligation when due to any person other than the bank or an event of default being constituted in relation to any of our Companys credit or any other arrangement with any person other than the banks;

c. any of the representation or warranty of our Company being or becoming untrue or incorrect; d. breach of any covenant or undertaking; e. any security provided becoming invalid or unavailable; f. cessation or change of business; g. winding-up, bankruptcy, insolvency or dissolution of the borrower; h. Any other occurrence or existence of one or more events which in the opinion of the lender is material.

Consequences of occurrence of events of default: Our borrowing arrangements prescribe the following consequences of occurrence of events of default, including among others:

a. Declare all amounts payable to be due and payable immediately; b. Cancel the facilities or restrict further advances; c. Levy additional interest or penal charges or additional commission; d. Enforce security; and e. Repossess the hypothecated asset.

This is an indicative list and there may be additional consequences of an event of default under the various borrowing arrangements entered into by us.

Principal terms of the unsecured loans obtained by the Company

Tenor: These loans are subordinate to Working Capital Loan and hence treated as long term loan.

Rate of interest charged: 6.00% p.a.

Pre-payment clause, if any: NA

Penal interest: NA

Repayment schedule: Since the nature of unsecured loans are subordinated to working capital loan, there are no fixed repayment term. These loans are repayable on demand and are subject to receipt of approval from our secured lender.

For the purposes of the Offer, our Company has obtained necessary consents, as applicable, from our lender under the relevant borrowing arrangements for undertaking activities relating to the Offer and consequent actions, inter alia including, change in the capital structure, control of management or conversion of the Company from a private limited company to a public limited company. For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, see "Risk Factors We have incurred indebtedness, and an inability to comply with repayment and other covenants in our financing agreements could adversely affect our business, financial condition and results of operations" on page 38.

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.