Grover Jewells Ltd Management Discussions

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial statements for the financial years ended on 31 st March 2025, 31 st March 2024 and 31 st March 2023 including the notes and significant accounting policies thereto and the reports thereon. These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated September 26, 2025 which is included in this Draft Red Herring Prospectus under the section titled "Financial Information as Restated" beginning on page 171 of this Draft Red Herring Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

You should also see the section titled "Risk Factors" beginning on page 25 of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company, unless otherwise stated, is based on restated audited financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 25 and 18 respectively, and elsewhere in this Draft Red Herring Prospectus.

Accordingly, the degree to which the financial statements in this Draft Red Herring Prospectus will provide meaningful information depends entirely on such potential investors level of familiarity with Indian accounting practices. Our F.Y. ends on March 31 of each year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year. Please also refer to section titled "Certain Conventions, Use of Financial, Industry and Market Data and Currency Presentation" beginning on page 16 of this Draft Red Herring Prospectus.

BUSINESS OVERVIEW

Our company was originally incorporated as a Private Limited Company under the name "Grover Chain Private Limited" on October 12, 2021, in accordance with the Companies Act, 2013 vide Certificate of Incorporation, bearing the corporate identification number (CIN) U36910DL2021PTC388184 issued by the Registrar of Companies, Central Registration Centre. Later, the name of the Company has been changed to "Grover Jewells Private Limited" in accordance with the Companies Act, 2013 pursuant to a Certificate of Incorporation issued by Registrar of Companies, Central Processing Centre on February 17, 2025 with the corporate identification number (CIN) being U36910DL2021PTC388184. Subsequently, our company was converted into Public Limited Company under the Companies Act, 2013 and the name of our Company was changed to "Grover Jewells Limited" vide a fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company dated April 02, 2025, bearing Corporate Identification Number (CIN) U36910DL2021PLC388184, issued by Registrar of Companies, Central Processing Centre.

Our company specializes in the manufacturing and designing of a wide range of wholesale gold jewellery. Our collections include plain gold, studded, and semi-finished jewellery, mostly available in 22 Karat, 20 Karat, and 18 Karat. We also sell hallmarked as well as non-hallmarked jewellery in our two (2) showrooms located at Karol Bagh, New Delhi and Chandni Chowk, Delhi.

Our company commenced its operations with a specialization in the large-scale manufacturing of gold chains, serving both wholesale and retail markets. Over the years, with consistent focus on quality, precision, and design innovation, we have significantly broadened our product range. Our portfolio now includes an extensive selection of finely crafted jewellery, comprising bangles, rings, necklaces, and complete sets, designed to meet the diverse preferences of our clientele. By offering products across various styles and price segments, we are able to cater to a wide customer base while maintaining the highest standards of craftsmanship, reliability, and trust that form the cornerstone of our brand. While our primary focus remains on the B2B segment, we are also undertaking initiatives to strengthen our presence and increase revenue in the B2C segment. In addition, we operate a job work segment, wherein small jewellers entrust us with gold and designs, and we transform them into finished jewellery. This stream generates stable revenue through labour charges, though it contributes only a minor share compared to our core business segments.

Our company operates a fully integrated, in-house gold jewellery manufacturing facility located at House No. 44/5, Block C, Lawrence Road Industrial Area, Delhi - 110035, with a built-up area of 1,003.20 sq. meters. The facility is equipped with advanced machinery, including casting machines, induction melters, steamers, air compressors, and other specialized equipment, enabling us to maintain precision and consistency at every stage of production. All functions ranging from design and development to manufacturing and packaging are executed within the facility, ensuring seamless coordination and complete quality control. Our design capabilities are strengthened by a dedicated team of skilled CAD designers, supported by select freelance designers, allowing us to consistently introduce fresh, intricate, and market-relevant designs. We supply to a wide network of local dealers, jewellery showrooms, and small-scale retailers, many of whom rely on us for bulk orders.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited period i.e. March 31, 2025 as disclosed in this Draft Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its materia l liabilities within the next twelve months except as follows:

?‚? The Board of Directors have decided to get their equity shares listed on Emerge Platform of NSE and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its meeting held on August 25, 2025 proposed the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

?‚? The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution passed in the Extra Ordinary General Meeting held on September 16, 2025 authorized the Initial Public Offer.

?‚? Our company has issued 79,96,800 equity shares as bonus shares on August 22, 2025.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATION

?‚? Rise in Gold Price;

?‚? Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;

?‚? Any failure to comply with the financial and restrictive covenants under our financing arrangements;

?‚? Our ability to retain and hire key employees or maintain good relations with our workforce;

?‚? Impact of any reduction in sales of our services/products;

?‚? Rapid Technological advancement and inability to keep pace with the change;

?‚? Increased competition in industries/sector in which we operate;

?‚? General economic and business conditions in India and in the markets in which we operate and in the local, regional and national economies;

?‚? Changes in laws and regulations relating to the Sectors in which we operate;

?‚? Political instability or changes in the Government in India or in the government of the states where we operate could cause us significant adverse effects;

?‚? Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;

?‚? Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition and

?‚? Our inability to successfully diversify our product offerings may adversely affect our growth and negatively impact our profitability.

SIGNIFICANT ACCOUNTING POLICIES:

Our significant accounting policies are described in the section entitled "Financial Statements as Restated" beginning from page 171 of the Draft Red Herring Prospectus.

FINANCIAL KPIs OF THE COMPANY:

( Rs. in lakhs except percentage and ratios)

Particulars	31-03- 2025	31-03- 2024	31-03- 2023
Total Income	46,094.69	25,800.40	25,511.32
Growth (%)	78.66%	1.13%	183.03%
Revenue from Operation	46,080.29	25,791.13	25,509.77
EBITDA (Operating Profit)	1,125.57	470.60	410.07
EBITDA Margin (%)	2.44%	1.82%	1.61%
PAT	762.28	278.05	270.52

Particulars	31-03- 2025	31-03- 2024	31-03- 2023
Growth (%)	174.15%	2.78%	194.08%
PAT Margin (%)	1.65%	1.08%	1.06%
EPS (Basic & Diluted)	28.60	10.43	10.15
Total Borrowings	7.15	2.61	2.54
Total Net Worth (TNW)	934.10	416.88	374.03
RONW (%)	1,669.25	907.12	629.07
Debt Equity Ratio (Total Borrowing/TNW)	45.67%	30.65%	43.00%

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth select financial data from restated profit and loss accounts for the financial years ended on 31 st March 2025, 31 st March 2024 and 31 st March 2023 and the components of which are also expressed as a percentage of total income for such periods.

( Rs. in lakhs except as otherwise mention)

Particulars	For the Year Ended
	31-03- 2025	% of Total Revenue	31-03- 2024	% of Total Revenue	31-03- 2023	% of Total Revenue
Income
Revenue from Operations	46,080.29	99.97%	25,791.13	99.96%	25,509.77	99.99%
Other Income	14.40	0.03%	9.27	0.04%	1.55	0.01%
Total Income	46,094.69	100.00%	25,800.40	100.00%	25,511.32	100.00%
Expenditure
Cost of Material Consumed	45,687.82	99.12%	24,899.77	96.51%	25,089.94	98.35%
Change In Inventories	- 1,234.65	- 2.68%	34.69	0.13%	- 281.82	- 1.10%
Employee Benefit Expenses	244.15	0.53%	226.02	0.88%	196.25	0.77%
Other Expenses	257.40	0.56%	160.05	0.62%	92.47	0.36%
Total Expenses	44,954.72	97.53%	25,320.53	98.14%	25,096.83	98.38%
Profit Before Interest, Depreciation and Tax	1,139.97	2.47%	479.87	1.86%	414.49	1.62%
Depreciation & Amortisation Expenses	120.12	0.26%	105.79	0.41%	52.28	0.20%
Profit Before Interest and Tax	1,019.85	2.21%	374.08	1.45%	362.20	1.42%
Financial Charges	87.38	0.19%	36.65	0.14%	30.96	0.12%
Profit before Taxation & Exceptional Items	932.47	2.02%	337.43	1.31%	331.24	1.30%
Exceptional Items	-	0.00%	-	0.00%	- 2.86	- 0.01%
Profit before Taxation	932.47	2.02%	337.43	1.31%	328.38	1.29%
Provision for Taxation	176.99	0.38%	66.89	0.26%	60.86	0.24%
Earlier year Tax	-	0.00%	-	0.00%	-	0.00%
Provision for Deferred Tax	- 6.79	- 0.01%	- 7.50	- 0.03%	- 3.00	- 0.01%
Total	170.19	0.37%	59.38	0.23%	57.86	0.23%
Profit After Tax but Before Extra-ordinary Items	762.28	1.65%	278.05	1.08%	270.52	1.06%
Extraordinary Items	-	0.00%	-	0.00%	-	0.00%
Net Profit after adjustments	762.28	1.65%	278.05	1.08%	270.52	1.06%
Net Profit Transferred to Balance Sheet	762.28	1.65%	278.05	1.08%	270.52	1.06%

Our focus on functional and operational excellence has contributed to our track record of robust financial performance. For

the Fiscal Year 2025, Fiscal 2024 and Fiscal 2023, we generated total income of Rs. 46,094.69 Lakhs, Rs. 25,800.40 Lakhs and

Rs. 25,511.32 Lakhs respectively, EBITDA (operating profit) of Rs. 1,125.57 Lakhs, Rs. 470.60 Lakhs and Rs. 410.07 Lakhs respectively and net profit after tax of Rs. 762.28 Lakhs, Rs. 278.05 lakhs and Rs. 270.52 Lakhs respectively. We have reported Return on Net Worth of 45.67%, 30.65% and 43.00% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our steady operating cash flows enable us to meet the present and future needs of our customers while our strong financial performance instil confidence in us.

The Revenue from operations has increased from Rs. 25,509.77 Lakhs in FY 2022-23 to Rs. 46,080.29 Lakhs in FY 2024-25 i.e. revenue from operation increased by Rs. 20,570.52 Lakhs during the said period and PAT increased from Rs. 270.52 lakhs (1.06% of total revenue) to Rs. 762.28 lakhs (1.65% of total revenue) as per restated financial statements for the said period primarily. This increase in profits can be attributed to several key initiatives undertaken during the year:

?‚? Modernization of In-House Manufacturing - The company achieved full in-house production capability by installing advanced jewellery manufacturing machines imported from Italy and Germany. These state-of-the-art machines have substantially enhanced production capacity and reduced lead times. The resulting operational efficiency has lowered costs and improved margins.

?‚? -Additionally, the opening of new wholesale showroom in Chandni Chowk?€”Delhis leading jewellery trade hub?€” further strengthened our brand positioning. The locations strong recognition and established customer base allowed us to operate at higher margin levels, contributing positively to the bottom line.

?‚? -Increased Participation in Jewellery Exhibitions - The company actively participated in various B2B jewellery exhibitions across India, which opened new business opportunities. These exhibitions attracted high-value wholesale buyers, enabling us to expand our presence in premium customer segments.

?‚? Balanced Product Mix for Margin Optimization - The company now manufactures a comprehensive range of jewellery?€”from machine chains (typically low-margin, high-volume) to premium casting and designer pieces (high-margin). This diversified product mix not only drove revenue growth but also enhanced average margins across categories, leading to an overall improvement in PAT margins.

MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Total Income

Our total income comprises of Revenue from Operations and Other Income.

Revenue from Operations

Our revenue from operations comprises of Revenue from Manufacturing of Gold Ornaments and Revenue from Service Activity (Job Work).

Other Income

Our other income comprises of Interest Income, Discount Received, Foreign Exchange Fluctuation Gain, Freight, Hallmark Charges Recovered and other miscellaneous receipts.

Expenditure

Our total expenditure primarily consists of Cost of Material Consumed, Changes in Inventory of Finished Goods, Employee Benefit Expenses, Depreciation & Amortization Expenses, Finance Cost, Other Expenses etc.

Cost of Material Consumed

Cost of Material Consumed comprise of Change in Stock of Raw Materials and Purchases during the Year.

Change in Inventory

Change in Inventory is difference between Opening and Closing Balance of Finished Goods and Work in Progress.

Employee Benefit Expenses

Employee benefit expenses comprise of Salary and Wages including Bonus & Incentive, Remuneration to Directors, Staff welfare expenses, Gratuity Expenses etc.

Financial Charges

Financial Charges comprises of Interest on Secured and Unsecured loans and Bank Charges.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses comprise of depreciation on the Tangible and Intangible assets of our company.

Other Expenses

Other expenses comprise of Direct Manufacturing Expenses towards Gold Testing and Hallmark Expenses, Consumables and other Administrative Expenses like Auditors Remuneration, Advertisement, Canteen Expenses, Conveyance, Courier expenses, Power Fuel and Water, Exhibition Expenses, Export Logistics, Factory General Expenses, Hallmarking Expenses, Insurance, Legal and Professional Charges, Logistics, Office Expenses, Packing, Rent, Repairs and Maintenance, Travelling Expenses, and other Miscellaneous Expenses.

Provision for Taxation

The provision for current tax is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized in future.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2025 WITH FISCAL 2024

Total Revenue: The total revenue consists of revenue from operation and other income and has been increased from Rs. 25,800.40 lakhs in FY 2023-24 to Rs. 46,094.69 lakhs in FY 2024-25 i.e. total revenue increased by Rs. 20,294.29 Lakhs for the said period primarily due to increase in revenue from operations of the Company.

Revenue from Operations: The revenue from operations has been increased from Rs. 25,791.13 lakhs in FY 2023-24 to Rs. 46,080.29 lakhs in FY 2024-25 i.e. revenue from operation increased by Rs. 20,289.16 lakhs (78.67% for the said period). The increase in operational revenue was primarily driven by a combination of strategic business initiatives and favorable market developments. During the year, the company actively participated in prominent jewellery exhibitions to strengthen brand visibility and directly engage with potential customers. In addition, the business expanded with the launch of a new showroom in Chandni Chowk, Delhi?€”a key commercial hub for jewellery trade?€”which contributed significantly to the revenue. Furthermore, the reduction in custom duty on gold by the Government boosted consumer demand and improved affordability, thereby positively impacting the companys overall turnover.

Other Income: The other income of the company increased from Rs. 9.27 lakhs in FY 2023-24 to Rs. 14.40 lakhs in FY 2024-

25. This was majorly due to increase in Interest Income, Discounts Received, Foreign Currency Gain, and other Miscellaneous Receipts.

Total Expenses

The total expenses (excluding Depreciation & Amortization Expenses, Financial Charges and provision for tax) for the FY 2024-25 were increased to Rs. 44,954.72 Lacs (97.53% of total revenue) as against Rs. 25,320.53 Lacs (98.14% of total revenue) in the FY 2023-24 i.e., total expenses increased by Rs. 19,634.18 lakhs. Despite of the absolute increase, the profitability also increased by 0.61% of Total revenue. The increase was mainly due to decrease in Cost of Materials Consumed during the year.

Cost of Materials Consumed: The Cost of Material Consumed for FY 2024-25 increased to Rs. 45,687.82 Lakhs (99.12% of total income) as against Rs. 24,899.77 Lakhs in FY 2023-24 (96.51% of total income), reflecting an increase of Rs. 20,788.05 Lakhs. Consequently, profitability declined by 2.61% of total revenue. This increase in cost is attributable to higher sales volumes during the year, which required a corresponding rise in procurement to meet demand. As purchases constitute the major component of material costs, the increase in purchase volumes had a direct impact on the overall Cost of Material Consumed. Furthermore, with the expansion of operations?€”including the opening of new showrooms and intensified marketing initiatives?€”material requirements rose proportionally to support sales growth and inventory levels.

Change in Inventory: Change in inventory represents the difference between the opening and closing balance of finished goods. For FY 2024-25, the change amounted to Rs. (1,234.65) lakhs as compared to Rs. 34.69 lakhs in the FY 2023-24, thereby contributing to an improvement in profits by 2.81% of total revenue.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2024-25 was increased to Rs. 244.15 Lakhs (0.53% of total income) as against Rs. 226.02 Lakhs in the FY 2023-24 (0.88% of total income) i.e., employee benefit expenses increased by Rs. 18.13 lakhs in absolute terms and profitability increased by 0.35% of Total revenue. This increase was primarily due to marginal increase in Directors Remuneration along with an increase in salaries, wages, and bonuses resulting from annual increments.

Other Expenses: The Other Expenses for the FY 2024-25 was increased to Rs. 257.40 Lakhs (0.56% of total income) as against Rs. 160.05 Lakhs in the FY 2023-24 (0.62% of total income) i.e., other expenses increased by Rs. 97.35 lakhs in absolute terms. Despite of increase in other expenses the profitability increased by 0.06 % of Total revenue. This increase was mainly due to increase in Direct Manufacturing Cost of Consumables, and increase in Indirect Expenses pertaining to Advertisement, Power Fuel and Water, Courier Expenses, Exhibition Expenses, Hallmarking Expenses, Insurance, Legal and Professional, Logistics Charge, Office Expenses, Packing Expense, Rent, Travelling Expenses and other Miscellaneous Expenses.

Depreciation and Amortization Expenses: The Depreciation expenses for FY 2024-25 was increased to Rs. 120.12 Lakhs (0.26% of total income) as against Rs. 105.79 Lakhs in the FY 2023-24 (0.41% of total income) i.e., depreciation increased by

Rs. 14.33 lakhs. The increase in depreciation is primarily due to additions of Tangible and Intangible assets during the year.

Financial Charges: The Financial Charges for the FY 2024-25 was increased to Rs. 87.38 Lakhs (0.19 % of total income) as against Rs. 36.65 Lakhs in the FY 2023-24 (0.14% of total income) i.e., financial charges increased by Rs. 50.74 lakhs. This increase was mainly due to increase of Secured and Unsecured loan as per their utilization.

Profit/ (Loss) Before Tax: The restated Profit Before Tax (PBT) for FY 2024-25 increased to Rs. 932.47 lakhs (2.02% of total income) as against Rs. 337.43 lakhs in FY 2023-24 (1.31% of total income), reflecting a rise of Rs.595.04 lakhs and an improvement of 0.72% in overall profitability relative to total revenue.

Total Tax Expenses: The total tax expense for FY 2024-25 was increased to Rs. 170.19 Lakhs (0.37% of total income) as against Rs. 59.38 Lakhs (0.23% of total income) in the FY 2023-24. This increase was mainly due to increase in Profit before Tax as mentioned above. Since the company is earning higher amount than the last year, its paying higher tax as per applicable tax slab and other provision of Income Tax Act.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2024-25 has been increased to Rs. 762.28 Lakhs (1.65% of total income) as against Rs. 278.05 Lakhs (1.08% of total income) in the FY 2023-24. This increase was mainly a result of combined effort of all expenses together as discussed above.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2024 WITH FISCAL 2023

Total Revenue: The total revenue consist of revenue from operation and other income has been increased from Rs. 25,511.32 lakhs in FY 2022-23 to Rs. 25,800.40 lakhs in FY 2023-24 i.e. total revenue increased by Rs. 289.08 lakhs. The increase was primarily due to increase in revenue from operations of the Company.

Revenue from Operations: The revenue from operations has been increased from Rs. 25,509.77 lakhs in FY 2022-23 to Rs. 25,791.13 lakhs in FY 2023-24 i.e. revenue from operation increased by Rs. 281.36 lakhs. This marginal increase in revenue is attributable to the regular course of business operations and does not stem from any extraordinary event or one-time transaction. The growth was primarily driven by routine sales activities, sustained customer demand, timely execution of orders, and exports made during the year.

Other Income: The other income of the company for FY 2023-24 was increased to Rs. 9.27 Lakhs as against Rs. 1.55 Lakhs in the FY 2022-23. This was majorly due to increase Foreign Currency Gain, Freight Recovered, and other Miscellaneous Receipts.

Total Expenses

The total expenses (excluding Depreciation & Amortization Expenses, Financial Charges and provision for tax) for the FY 2023-24 was increased to Rs. 25,320.53 Lacs (98.14 % of total revenue) as against Rs. 25,096.83 Lacs (98.38% of total revenue) in the FY 2022-23 i.e., total expenses increased by Rs. 223.70 lakhs. The total expenses increased in absolute figures due to increase in operational volume during the fiscal year, as highlighted in the revenue from operations above but we are able to save profit by 0.24% of total revenue by optimising our resources.

Cost of Materials Consumed: The cost of materials consumed for FY 2023-24 decreased to Rs. 24,899.77 Lakhs (96.51% of total income) as against Rs. 25,089.94 Lakhs in FY 2022-23 (98.35% of total income), reflecting a decline of Rs. 190.17 Lakhs. Consequently, profitability increased by 1.84% of total revenue. This reduction is primarily attributable to slightly lower procurement of raw materials in FY 2023-24. While turnover remained broadly consistent with the previous year, the company effectively optimized its material procurement and inventory planning. As a result, this improvement highlights stronger cost-control measures and optimal resource utilization, achieved without compromising production.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2023-24 was increased to Rs. 226.02 Lakhs (0.88% of total income) as against Rs. 196.25 Lakhs in the FY 2022-23 (0.77% of total income) i.e., employee benefit expenses increased by Rs. 29.77 lakhs and profitability declined by 0.11% of total revenue. This increase in cost was primarily due to higher Directors Remuneration, Contribution to PF Funds, Gratuity and Staff Welfare Expenses.

Other Expenses: The Other Expenses for the FY 2023-24 was increased to Rs. 160.05 Lakhs (0.62% of total income) as against Rs. 92.47 Lakhs in the FY 2022-23 (0.36% of total income) i.e., other expenses increased by Rs. 67.59 lakhs and profitability declined by 0.26% of Total Revenue. Direct Manufacturing Cost of Consumables, and increase in Indirect Expenses pertaining to Conveyance, Export Logistics, Power Fuel and Water, Courier Expenses, Exhibition Expenses,

Hallmarking Expenses, Insurance, Legal and Professional, Logistics Charge, Office Expenses, Packing Expense, Repairs and Maintenance, Printing and Stationery, Travelling Expenses and other Miscellaneous Expenses.

Depreciation and Amortization Expenses: The Depreciation and Amortization expenses for FY 2023-24 was increased to

Rs. 105.79 Lakhs (0.41% of total income) as against Rs. 52.28 Lakhs in the FY 2022-23 (0.20% of total income) i.e., depreciation increased by Rs. 53.51 lakhs. The increase in depreciation is primarily due to additions of Tangible and Intangible assets during the year.

Financial Charges: The Financial Charges for the FY 2023-24 was increased to Rs. 36.65 Lakhs (0.14% of total income) as against Rs. 30.96 Lakhs in the FY 2022-23 (0.12% of total income) i.e., financial charges increased by Rs. 5.69 lakhs. This increase was mainly due to increase in interest on secured and unsecured loan as per their utilization.

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2023-24 was increased to Rs. 337.43 Lakhs (1.31% of total income) as against Rs. 328.38 Lakhs in the FY 2022-23 (1.29% of total income) i.e., profit before tax increased by Rs. 9.05 lakhs and overall profitability increased by 0.02% of Total revenue.

Total Tax Expenses: The total tax expense for FY 2023-24 was increased to Rs. 59.38 Lakhs (0.23% of total income) as against Rs. 57.86 Lakhs (0.23% of total income) in the FY 2022-23. This increase was mainly due to increase in Profit before Tax as mentioned above. Since the company is earning higher amount than the last year, its paying higher tax as per applicable tax slab and other provision of Income Tax Act.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2023-24 has been increased to Rs. 278.05 Lakhs (1.08% of total income) as against Rs. 270.52 Lakhs (1.06% of total income) in the FY 2022-23. This increase was mainly due to increase in Profit before Tax as mentioned above.

AN ANALYSIS OF REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE IS GIVEN HEREUNDER:

?‚? Unusual or infrequent events or transactions

Except as described in this Draft Red Herring Prospectus during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

?‚? Significant economic changes that materially affected or are likely to affect income from continuing operations.

There are no significant economic changes that may materially affect or likely to affect income from continuing operations. However, Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

?‚? Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section " Risk Factors " beginning on page 25 in the Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

?‚? Expected Future changes in relationship between costs and revenues

Our Companys future costs and revenues will be determined by demand/supply situation, inflation, Government Policies and Taxation and Currency fluctuations.

?‚? Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices

Changes in revenue in the last financial years are as explained in the part "Comparison of the Financial Performance"

of above.

?‚? Total turnover of each major industry segment in which our Company operates

The Company is mainly engaged in manufacturing of gold jewellery. Therefore, there are no separate reportable segments.

?‚? Status of any publicly announced New Products or Business Segment

Our Company has not announced any new product other than disclosed in this Draft Red Herring Prospectus.

?‚? Seasonality of business

Our business is not seasonal in nature as per the type of services we offered.

?‚? Competitive conditions

Competitive conditions are as described under the Chapters " Industry Overview " and " Our Business " beginning on page 90 and 106respectively of the Draft Red Herring Prospectus.

?‚? Details of material developments after the date of last balance sheet i.e. March 31, 2025

Except as mentioned in this Draft Red Herring Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the Draft Red Herring Prospectus, which materially and adversely affect or are likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months.

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no pending (i) criminal proceedings; (ii) actions taken by statutory and/or regulatory authorities; (iii) disciplinary action including penalty imposed by SEBI or Stock Exchanges against the Promoters in the last 5 (five) FYs including outstanding action; (iv) outstanding claims related to direct or indirect taxes; or (v) other pending litigation as determined to be material by our Board as per the materiality policy adopted by our Board ("Materiality Policy") in each case involving our Company, Promoters, Directors and the Group Companies ("Relevant Parties")..

For the purpose of material litigation in (v) above, our Board in its meeting held on September 09, 2025 has considered and adopted the following policy on materiality for identification of material outstanding litigation involving the Relevant Parties ("Materiality Policy"). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant Parties, other than (i), (ii), (iii) and (iv) mentioned above, will be considered material if the aggregate amount involved exceeds (a), (b), (c) mentioned above as per the latest Restated Financial Statements.

The threshold limit as per SEBI ICDR amendments dated March 03, 2025:

?‚? two percent of turnover, as per the latest annual restated standalone financial statements of the issuer i.e.: Rs. 921.61 lakh or;

?‚? two percent of net worth, as per the latest annual restated standalone financial statements of the issuer, i.e. Rs. 33.38 lakh or:

?‚? five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated financial statements of the issuer i.e. Rs. 21.85 lakh.

The lower of all threshold limit as per above and materiality policy is Rs. 21.85 Lakhs, and the disclosure made in other pending litigation is in compliance with the above threshold limit.

It is clarified that pre-litigation notices received by the Relevant Parties (excluding those notices issued by statutory/regulatory/tax authorities), unless otherwise decided by the Board, shall not be evaluated for materiality until such time that the Relevant Parties are impleaded as defendants in the litigation proceedings before any judicial forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In accordance with the Materiality Policy, outstanding dues to any creditor of our Company having monetary value exceeding 5% of the total trade payables as on the date of the latest Restated Financial Statements included in this Prospectus, shall be considered as material. Further, for outstanding dues to any party which is a micro, small or medium enterprise ("MSME"), the disclosure will be based on information available with the Company regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended.

Unless stated to the contrary, the information provided below is as of the date of this Prospectus.

?‚? LITIGATION INVOLVING THE COMPANY

?‚? Criminal proceedings against the Company

There are no outstanding criminal proceedings filed against the Company.

?‚? Criminal proceedings filed by the Company

There are no outstanding criminal proceedings filed by the Company.

?‚? Actions by statutory and regulatory authorities against the Company

There are no outstanding actions by statutory or regulatory authorities initiated against the Company.

?‚? Disciplinary actions taken by SEBI or any stock exchange against our Company in the last five fiscal years

There are no disciplinary actions by SEBI or any Stock Exchange initiated against the Company.

?‚? Tax Proceedings:

?‚? Direct Tax: Nil

?‚? Indirect Tax: Nil

?‚? Other pending material litigation against the Company

There are no outstanding litigation initiated against the Company, which have been Considered material by the Company in accordance with the Materiality Policy.

?‚? Other pending material litigation filed by the Company

There are no outstanding litigation initiated by the company, which have been considered Material by the Company in accordance with the Materiality Policy.

?‚? Outstanding Dues from EPF

NIL

?‚? Outstanding Dues from ESI

i) A demand was raised against the company for ESIC for June 2023, March 2024 and Jan 2025 for an amount involving Rs.93/-.

?‚? LITIGATION INVOLVING THE PROMOTERS & DIRECTORS OF THE COMPANY

?‚? Criminal proceedings against the Promoters & Directors of the company

There are no outstanding criminal proceedings against the Promoters & Directors of the Company.

?‚? Criminal proceedings filed by the Promoters & Directors of the company

There are no outstanding litigation initiated by the Promoters and Directors.

?‚? Actions by statutory and regulatory authorities against the Promoters & Directors of the Company

There are no outstanding actions by statutory or regulatory authorities initiated against the Promoters & Directors.

?‚? Tax Proceedings against the Promoters & Directors.

?‚? Direct Tax -

Below are the details of pending tax cases involving our Promoter & Director, specifying the number of cases pending and the total amount involved:

Particulars	Number of cases	Amount involved*
Direct Tax
Income Tax and TDS	2	1.39
Total	2	1.39

Income Tax:

LAVKESH KUMAR GROVER

1. A Demand was raised vide demand reference number 2022202137139085720T for the assessment year 2021-2022, under Section Code 143(3), on 15th December 2022, for an amount involving of Rs1,38,513/-, to which response has been filed on 16 th December, 2022, disagreeing with the demand. No appeal has been preferred against the demand. The matter is pending.

DEEPAK KUMAR GROVER