Priority Jewels Ltd Management Discussions

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Financial Information on page 206.

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see

"Forward-Looking Statements" on page 16. Also read "Risk Factors" and "Forward Looking Statements" on pages 17 and 16, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Our Companys Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2024, 2025 and 2026, included herein is derived from the Restated Financial

Information, included in this Red Herring Prospectus. For further information, see "Restated Financial Information" on page

206.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled "Industry Research Report on Indian Gems and Jewellery Industry" dated August 07, 2026 (the "CARE Report") prepared and issued by

Care Analytics and Advisory Private Limited, appointed by us pursuant to the engagement letter dated December 17, 2024 and exclusively commissioned and paid for by us to enable the investors to understand the industry in which we operate in connection with the Issue. The data included herein includes excerpts from the CARE Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the CARE Report is available on the website of our Company at www.priorityjewels.in/investors/ and has also been included in "Material Contracts and Documents for Inspection" on page 375. For more information, see "Risk Factors

- Industry information included in this Red Herring Prospectus has been derived from an industry report exclusively commissioned and paid for by our Company." on page 47. Also see, "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation Industry and Market Data" on page 13. CARE Analytics and Advisory Private Limited is an independent agency and is not related to the Company, its Directors, Promoters, Key Managerial Personnel or the Book Running Lead Manager.

Overview

We are engaged in designing, manufacturing and sale of a wide range of light-weight, affordable diamond-studded gold and platinum fine jewellery. We sell directly to independent jewellers and jewellery chains in India as well as select international markets. We supply our products to jewellery chains, including CaratLane Trading Private Limited, Kalyan Jewellers India Limited, Reliance Retail Limited, Malabar Gold & Diamonds FZCO, Tribhovandas Bhimji Zaveri Limited and Senco Gold Limited. Our ability to blend craftsmanship with innovation has enabled us to establish long-standing relationships with major Indian retail jewellery players, reinforcing our position as a trusted supplier to our customers (Source: CARE Report). Our manufacturing process begins with designing and then involves rapid prototyping, model making, mould making, waxing, casting, sprue grinding, filing, polishing, stone setting, final polishing, rhodium plating, and quality control.

Our portfolio primarily comprises daily wear jewellery, including rings, earrings, pendants, neckwear, bracelets and occasion couture jewellery, all of which are developed using contemporary design approaches and modern manufacturing techniques. We also manufacture lab-grown diamond jewellery based on specific orders received from our customers. Our product portfolio is centred on light-weight, affordable, daily wear pieces that are crafted for a wide audience across the country. By focusing on innovative designs, modern aesthetics and functionality, we uniquely position our offerings to target growing demand from a diverse consumer base with rising disposable incomes and preferences for designer jewellery that reflect both style and practicality. The number of designs produced by our design team for the three months ended June 30, 2026 and Fiscals 2026, 2025, and 2024 is as follows:

Particulars	Three months ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Number of designs produced	4,168	8,356	6,401	5,231

Incorporated in 2007, we have over 16 years of experience in the jewellery manufacturing industry. Our Promoters, Shailesh Sangani and Tushar Mehta, have about three decades of experience in the gems and jewellery industry. Shailesh Sangani is also a trustee on the board of the Gemmological Institute of India and a former convenor of the IIJS at the GJEPC.

As of June 30, 2026, we have over 200 customers, predominantly in India, including 125 independent jewellers and 53 jewellery chains. Several of the independent jewellers and jewellery chains we serve are long-standing customers. Over the years, we have expanded our market presence across 21 states and 3 union territories in India and have exported products to 13 countries globally, including the United States of America, UAE, Hong Kong and Norway. Most of our exports are to overseas stores of Indian jewellery chains, primarily catering to the Indian diaspora.

Our strategic focus on the light weight, affordable diamond-studded jewellery segment and industry expertise positions us well to capitalise on recent trends and growth opportunities in the Indian jewellery market.

The Indian gems and jewellery wholesale market is expected to grow at a CAGR of 14.45.0% between CY25 and CY30. In particular, domestic demand is fuelled by rising disposable incomes, urbanisation, and a rising demand for branded jewellery, increasing adoption of lightweight and studded jewellery, expanding omnichannel retail presence, favourable demographics, and sustained demand from weddings and festive occasions, supported by continued formalisation of the industry. Further, according to a report by the World Gold Council, recent interactions between Metals Focus and retailers have highlighted a significant increase in demand for lightweight jewellery, especially in the daily wear jewellery segment, including fashionable and fast-moving designs. The Indian light-weighted jewellery market was valued at 2,748.24 billion in CY25 and is projected to reach 5,457.92 billion in

CY30P registering a CAGR of 14.71% from CY25 to CY30P. (Source: CARE Report)

Our profit after tax (PAT) grew from 71.48 million in Fiscal 2024 to 176.48 million in Fiscal 2026, achieving a CAGR of 57.13%. Similarly, our quantity processed and sold by us has increased from 1,72,108 units in Fiscal 2024 to 2,03,860 units in Fiscal 2026 achieving a CAGR of 8.83%.

We have established two jewellery manufacturing facilities in India that cater to our domestic and export sales. Our integrated manufacturing facility, spanning 19,008.79 square feet (as certified by Shwetendu Sharad Dhanuka, Independent Chartered Engineer, pursuant to a certificate dated August 06, 2026), is located at Plot No. 121, Street No. 15/18, MIDC, Andheri (East), Mumbai, Maharashtra. The facility is equipped with advanced casting as well as modern CAD/CAM and 3D printing technology, enabling precision manufacturing and superior product quality. To cater to increasing overseas demand, we established a second manufacturing unit in 2012 at Unit No. G-43, Gems & Jewellery Complex-I, SEEPZ SEZ, Andheri East, Mumbai, spanning 6,821.84 square feet (as certified by Shwetendu Sharad Dhanuka, Independent Chartered Engineer, pursuant to a certificate dated August 06, 2026). With a workforce of over 400 employees, and integrated manufacturing capabilities, we offer end-to-end jewellery manufacturing solutions to our clients.

We handle the entire process from design conceptualisation, to manufacturing a diverse range of customised jewellery products, thus enabling our customers to procure ready-to-sell items of recognised quality efficiently. We have a manufacturing capacity of approximately 700 kgs. per annum with around 58% utilisation, across the last three Fiscals and the three months period ended June 30, 2026, as certified by Shwetendu Sharad Dhanuka, Independent Chartered Engineer, pursuant to a certificate dated August 06, 2026.

Our in-house design team, comprising 39 skilled professionals as of June 30, 2026, tracks market trends, develops new products, and designs jewellery pieces tailored to customers preferences. This allows us to deliver unique, customised, carefully developed products and create value for our clients. Our gold jewellery is hallmarked by the Bureau of Indian Standards, and diamonds are certified by independent authorities such as the International Gemmological Institute, Solitaire Gemmological Laboratories and Diamond & Gem Laboratories of America.

Our employees are one of our most important assets and are critical to us maintaining our competitive position in our key geographical markets and in our industry. As of June 30, 2026, we had 211 permanent employees. The split of our permanent employees by departments as of June 30, 2026, is set forth below:

As of June 30, 2026, our permanent employees comprised of the following:

Department	Number of employees
Accounts & Finance	10
Administration	19
Design	39
Diamond & colour stone (assortment, grading, sizing, bagging etc.)	13
Digital marketing	2
Export	3
Human resource	2
Production	78
Quality control	16
Research & analysts	3
Sales & marketing	26
Total	211

Our Company has also appointed independent contractors who engage on-site contract labour for certain of our operations. As of June 30, 2026, we employed 245 individuals on a contractual basis.

While we possess the capability to manufacture lab-grown diamond jewellery based on customer requirements, this segment currently contributes an immaterial portion of our overall revenues. During the three months ended June 30, 2026, 699 of our jewellery items were manufactured using lab-grown diamonds. Incorporating lab-grown diamonds does not require additional capabilities or manufacturing expertise. With our existing facilities and workforce, we have been able to integrate lab-grown diamond jewellery into our business and can further expand into this segment as per the market demand.

The table below sets forth our key performance indicators for the three months ended June 30, 2026 and Fiscals 2026, 2025, and 2024:

Operational KPIs:

Particulars	Three months ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Installed capacity (in kg.)	700	700	700	700
Actual production (in kg.)	102	458	567	580
% utilisation^	58%*	65%	81%	83%

* Annualised

Note: Installed capacity and actual production shall have the meaning as given to these terms and certified by Shwetendu Sharad Dhanuka, Independent Chartered

Engineer, pursuant to a certificate dated August 6, 2026. For details, see " Installed Capacity and Actual Production" on page 156. ^ Rounded off to the nearest whole number.

Financial KPIs:

(in million unless otherwise indicated)

Particulars(1)	Three months ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Revenue from operations (i)	1,467.26	5,389.49	4,354.95	4,105.05
Domestic sales(ii)	740.05	2,741.47	2,769.12	2,367.37
% of domestic sales	50.44	50.87	63.59	57.67
Export sales(iii)	727.21	2,648.02	1,585.83	1,737.69
% of export sales	49.56	49.13	36.41	42.33
Earnings before Interest, tax, depreciation & amortisation	102.92	336.23	242.80	193.48
(EBITDA)(iv)
EBITDA Margin(v) (in %)	7.01	6.24	5.58	4.71
PAT(vi)	64.77	176.48	105.12	71.48
PAT Margin(vii) (in %)	4.39	3.27	2.41	1.74
Return on Equity (RoE)(viii)	4.55*	14.49	10.53	7.35
Return on Capital Employed	6.92*		22.36	17.47
(RoCE)(ix)		25.36
Debt Equity Ratio(x)	0.76	0.74	1.39	1.32
Net Debt to EBITDA (xi)	10.26*	2.86	4.89	5.68
Days working capital (in days)(xii)	145	148	172	167
Gross block(xiii)	431.69	412.71	383.83	369.95

*Not annualised Notes:

(i) Revenue from operations means the revenue from operations as appearing in the restated statement of profit & loss for the relevant year/period.

(ii) Domestic sales means the sales as appearing in the notes to restated statement of profit and loss and includes job work charges, interest income on deposits and other operating revenues. (iii) Export sales means the sales as appearing in the notes to restated statement of profit and loss and includes net foreign exchange fluctuations. (iv) EBITDA is calculated as earnings before, finance costs, tax, depreciation & amortization expenses for the year/period, and less other income. (v) EBITDA Margin (%) is calculated as EBITDA as a percentage of revenue from operations. (vi) Profit after tax (PAT) refers to profit/(loss) for the year from continuing operations as appearing in the restated statement of profit & loss for the relevant year/period. (vii) PAT Margin (%) is calculated as profit for the year as a percentage of total revenue. (viii) Return on Equity (%) is calculated by dividing restated profit for the period/year attributable to owners of the group by average equity attributable to the owners of the company. (ix) ROCE (%) is calculated as earnings before interest and taxes (EBIT) divided by average tangible capital employed. EBIT is calculated by adding tax and finance costs to profit after tax. Tangible capital employed is calculated by deducting current liabilities from the total tangible assets. Total tangible assets are calculated as total assets minus intangible assets. (x) Debt to Equity is calculated as total borrowings divided by shareholder equity. Shareholder equity is calculated as share capital plus other equity. (xi) Net debt to EBITDA is calculated dividing net debt by EBITDA. Net debt is excluding cash & cash equivalents from total debts. (xii) Days working capital cycle is arrived at by dividing working capital (current assets excluding cash and cash equivalents less current liabilities excluding borrowings) by revenue from operations multiplied by the number of days in the year/period.

(xiii) Gross block represents total property, plant and equipment as appearing in the notes to the Restated Financial Information.

# As certified by M.B. Nayak & Co., Chartered Accountants, by way of their certificate dated August 22, 2026 (UDIN: 26602893ZDVOCS1881).

The following table set forth the revenue from our top 5 and top 10 customers for the periods indicated

(in million, unless otherwise indicated)

Particulars	Three months ended			Fiscal
	June 30, 2026	2026		2025		2024
	Amount	% of revenue from operations	Amount	% of revenue from operations	Amount	% of revenue from operations	Amount	% of revenue from operations
Revenue from the Top Five Customers	489.45	33.36	1,623.47	30.12	1722.74	39.56	1,710.32	41.66
Revenue from Top Ten Customers	780.44	53.19	2,582.78	47.92	2306.07	52.95	2,369.37	57.72

Significant Factors Affecting our Results of Operations

Our financial condition and results of operations are affected by numerous factors and the following are of particular importance:

Demand for our finished jewellery products. Finished jewellery products form part of the discretionary purchases for consumers and our results of operations are significantly dependent on various factors such as economic growth, employment levels, income levels, tax rates and credit availability, all of which affect consumer spending and disposable income. Any reduction in consumer spending or disposable income may affect us more significantly than companies in other industries. From time to time, attempts have been made to develop and market synthetic stones and gems to compete in the market for diamond jewellery. Accordingly, in the event that prevailing consumer tastes for jewellery decline, or if a widespread demand for alternatives to diamond products is created, demand and price levels for our products would decline and our business and results of operations would be adversely affected. In addition, our jewellery offerings must reflect the tastes and preferences of a wide range of consumers whose preferences may change regularly. If the styles we offer become less popular with consumers and we are not able to adjust our inventory in a timely manner, our sales may decline or fail to meet expected levels.

Availability and cost of rough diamonds, precious stones and precious metals. Our results of operations are affected by changes in the price of rough diamonds, precious stones and precious metals, including gold. Since a small number of diamond mining firms control a majority of the worlds rough diamond supply, any decision made by such firms to restrict the supply of rough diamonds could adversely affect our operating and financial results. The jewellery industry in general is affected by fluctuations in the prices of precious stones and precious metals. The availability and prices of gold, diamonds and other precious metals and precious stones may be influenced by cartels, political instability in exporting countries and inflation. Prices are subject to wide fluctuations in response to changes in supply and demand for gold and diamonds, market uncertainty and a variety of additional factors that are beyond our control. Shortages of these materials or sharp changes in their prices could have a material adverse effect on our results of operations or financial condition. A failure to secure diamonds at reasonable commercial prices and in sufficient quantities would lower our revenues and adversely impact our results of operations.

Competition. Our results of operations are affected by competition in the Indian and international jewellery industry. The jewellery manufacturing industry is highly competitive, with established players and new entrants, both domestically and internationally, vying for market share. We compete primarily on product quality, design innovation, pricing, timely delivery, and customer relationships. Increased competition could result in pricing pressures, reduced margins, and the loss of key customer relationships. For example, our customers often negotiate bulk orders and long-term supply agreements, and aggressive pricing from competitors or the adoption of new technologies by rivals may force us to lower prices or incur additional costs to remain competitive. There can be no assurance that we can continue to effectively compete with such competitors in the future, and failure to compete effectively may have an adverse effect on our business, financial condition and results of operations.

Seasonal fluctuation in our sales. Our business is significantly affected by seasonal demand patterns, particularly around major festivals and cultural events in India. Sales typically surge during peak periods such as Diwali, Akshay Tritiya, and other regional festivals, which are critical drivers of our annual revenue. However, but not limited to, variations in consumer spending habits, disruptions in festival calendars, adverse economic conditions during key periods, and unexpected shifts in market sentiment may impact our revenue. Any deviations from anticipated seasonal trends could lead to inventory management challenges, cash flow disruptions, and a material adverse effect on our overall financial performance. In future, our seasonal sales patterns may become more pronounced, may strain our personnel activities and may cause a shortfall in sales as compared to the expenses incurred in a given period, which could adversely affect our business and results of operations.

Fluctuations in Currency Rates. Although our operations are managed from India, a significant portion of our revenue is generated from a diverse set of geographical regions, including United States of America, UAE, Hong Kong and Norway, and other countries, due to which, fluctuations in currency exchange rates influence our results of operations. We report results in our financial statements in Indian rupees, while significant portions of our income and expenditure are denominated in currencies other than Indian rupees. For example, a rise in the value of the Indian rupee against such foreign currencies, especially the U.S. dollar, could adversely affect our income from sales of products for the relevant fiscal period, given that we extend credit lines that range from 120 days to 180 days to our customers.

Fluctuations in Export Compliance, Customs Regulation and Tariffs. Our operations are subject to various export norms and customs regulations. Historically, we have exported goods using gold acquired under the Gold Metal Loan Scheme, which requires compliance with specific value-addition norms under applicable foreign trade policy. However, customs authorities may interpret these norms differently, potentially resulting in delays in releasing duty bonds and the imposition of liabilities. Furthermore, given that a significant portion of our revenue is generated from a diverse set of geographical regions, including India, United States of America, UAE, Hong Kong and Norway, and other countries, any fluctuation in the tariff rates on imported items relating to our industry may impact our results of operations. For example, any increase in import duty in these countries would make our products more expenses to our customers, which may negatively impact our revenue. On the other hand, any decrease in import duty on our products in these countries would make our products attractively priced for prospective customers and may lead to an increase in revenue.

Material Accounting Policies

The material accounting policies adopted in the preparation of our Restated Financial Information is set forth below. These policies have been consistently applied to all the years presented, unless otherwise stated. To review all our accounting policies, please see

" Restated Financial Information Note 2 Material Accounting Policies" on page 218.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting

Standards (referred to as "Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015.

Basis of preparation of financial statements

The financial statements Complies in all material aspects with Indian Accounting Standards (Ind AS) notified by Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act" to the extent notified) and other relevant provisions of the Act and other accounting principles generally accepted in India.

These standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standard (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Act. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

The standalone financial statements have been prepared on an accrual basis under the historical cost convention except for the certain financial instruments that are measured at fair values as required by relevant Ind AS:

a. Certain financial assets and liabilities (including derivative instruments) b. Defined benefit plans plan assets are measured at fair value.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. 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.

Use of Estimates

The preparation of the Restated Financial Information in conformity with Indian Accounting Standards requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and disclosure of contingent liabilities on the date of the Restated Financial Information and the reported amounts of revenues and expenses during the reported period. The estimates and assumptions used in the accompanying Restated Financial Information are based upon managements evaluation of the relevant facts and circumstances as of the date of the Restated Financial Information which in managements opinion are prudent and reasonable. Actual results may differ from the estimates used in preparing the accompanying Restated Financial Information. Any revision to accounting estimates is recognised prospectively in current and future periods.

Revenue recognition

Revenue from customers is recognised when control of goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled for those goods or services i.e., revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

If the consideration 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 goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

Sale of jewellery - Revenue from sale of goods is recognised on transfer of all significant risks and rewards of ownership to the buyer. Sales are stated net of trade discount, duties, GST.

Job work services - Job work charges are recognised as and when the service is rendered.

Other operating revenue - Other operating revenue comprises of net foreign exchange fluctuations, interest income on bank deposits and other operating revenues.

Other income - Other income comprises of interest on refund, profit/loss on sale of fixed assets, and other miscellaneous income. No interest is charged on overdue invoices as per prevailing trade practices.

Inventories

Inventories which comprise of raw materials, work in progress, finished goods and stock in trade are carried at lower of cost and net realisable market value.

Cost of inventories comprises all costs of purchases and, other than duties and taxes (other than those subsequently recoverable from tax authorities), cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

In determining the cost, weighted average method is used. In case of manufactured inventories fixed production overheads are allocated on the basis of actual production facilities.

Net realisable market value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.

Raw materials and other supplies held for use in the production of finished goods are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.

The comparison of cost and net realisable market value is made on an item-by-item basis.

Foreign Currency Transactions

Initial Recognition

On initial recognition, a foreign currency transaction is recorded by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.

Conversion

Foreign currency monetary items are translated using the closing rate. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Exchange Differences

Exchange differences arising on the settlement of all monetary items, including long term foreign currency monetary items are recognised as income or expense in profit or loss in the current period.

Exchange difference arising on translation on non-monetary items to be recognised in the same manner as gain/loss arising on fair valuation of the item. Hence, gain/loss is recognised in profit or loss.

Forward Transactions

Forward exchange contracts taken to hedge existing assets or liabilities are translated at the closing exchange rates and resultant exchange differences are recognised in the same manner as those on the underlying foreign currency asset or liability.

Apart from forward exchange contracts taken to hedge existing assets or liabilities, the Company also uses derivatives to hedge its foreign currency risk exposure relating to firm commitments and highly probable transactions. The Company provides for losses or gains in respect of such outstanding derivative contract at the balance sheet date by marking them to market. Net gain, if any is not recognised. The contracts are aggregated category-wise, to determine the net gain/loss.

Retirement and Other Employee Benefits

Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include short term compensated absences such as paid annual leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognised as an expense during the period. Benefits such as salaries and wages, etc. and the expected cost of the bonus / ex-gratia are recognised in the period in which the employee renders the related service.

Post employment employee benefits

Defined contribution plans:

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity and has no obligation to pay any further amounts. Defined contribution plan comprise of contributions to superannuation scheme, provident fund scheme and labour welfare fund. The Companys contribution paid/payable under these schemes are recognised as expense in the Statement of Profit and Loss in the period in which the employee renders the related service.

Defined benefit plans:

The Companys gratuity benefit scheme and compensated absences are defined benefit plans. The Companys net obligation in respect of the gratuity benefit scheme and leave encashment is calculated by estimating the amount of future benefit that employees have earned in return for their services till date; that benefit is discounted to determine its present value. Any unrecognised past service costs and the fair value of any plan assets are deducted.

The present value of the obligation under such defined benefit plans is determined based on actuarial valuation at each balance sheet date by an independent actuary using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The Company recognises all actuarial gains and losses arising from defined benefit plans as Other Comprehensive Income. All other expenses related to defined benefit plans are recognised in employee benefits expense in the Statement of Profit and Loss. The obligation is measured at the present value of the estimated future cash flows. The discounting rate used for determining the present value of the obligation under the defined benefit plans are based on the market yields on Government Securities as at the Balance Sheet date. When the benefits of a plan are improved, the portion of the increased benefit related to past service by employees is recognised in Statement of Profit and Loss on a straight-line basis over the average period until the benefits become vested. The Company recognises gains and losses on the curtailment of a defined benefit plan when the curtailment or settlement occurs.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, are based on the market yields on Government securities as at the reporting date.

Actuarial gains and losses are recognised in Other Comprehensive Income.

Compensated absences:

The employees can carry forward a portion of the unutilised accrued compensated absences and utilise in the future service periods. Since the compensated absences are not expected to occur within twelve months after the end of the period in which the employee renders the related services, a liability is recognised at the present value of the defined benefit obligation at the Balance Sheet date. The discount rates used for determining the present value of the obligation under defined benefit plan are based on the market yields on Government securities as at the Balance Sheet date. Companys liabilities towards compensated absences to employees are determined on the basis of valuations, as at balance sheet date, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Revenue from operations

Revenue from operations is derived from (i) the sale of our products, including domestic sales and export of finished jewellery, diamonds and other precious stones; (ii) the sale of services, comprising job work charges. Job work is done for customers who supply us the raw materials, which we use to manufacture jewellery for them; and (iii) Operating income comprising of net foreign exchange fluctuations, interest income on bank deposits primarily placed as a security/margin towards working capital loans and other operating revenues.

Other income

Other income is derived primarily from (i) interest income on others, (ii) the profit from the sale of fixed assets, (iii) excess provision reversed, (iv) sundry balance write back and (v) miscellaneous income.

Our revenue from operations and split from sale of products, sale of services job work charges and operating income for the three months ended June 30, 2026 and Fiscals 2026, 2025, and 2024, is as follows:

	Three months ended	Fiscal 2026	Fiscal 2025	Fiscal 2024
	June 30, 2026
Particulars	Revenue	As % of Revenue from Operations	Revenue	As % of Revenue from Operations	Revenue	As % of Revenue from Operations	Revenue	As % of Revenue from Operations
Revenue from operation	1,467.26	100.00	5,389.49	100.00	4,354.95	100	4,105.05	100
Sale of products	1,413.02	96.30	5,131.44	95.21	4,089.46	93.90	3,891.69	94.80
Sale of services- job work charges	36.03	2.46	161.52	3.00	234.97	5.40	179.36	4.37
Operating income	18.21	1.24	96.52	1.79	30.53	0.70	34.01	0.83

Expenses

Our expenses comprise (i) Cost of raw material and components consumed, (ii) Changes in inventories of finished goods, work-in-progress and traded goods (iii) Employee benefit expenses, (iv) Finance costs; (v) Depreciation and amortisation expenses and (vi) Other expenses.

Cost of raw material and components consumed

Expenses for cost of raw material and components consumed comprise of (i) opening stock of raw materials, (ii) purchase of gold, alloy and silver, platinum and diamonds and precious stones and (iii) closing stock of raw materials.

Change in inventories of finished goods and work-in-progress

Changes in inventories of finished goods and work-in-progress consists of the difference between stock at the beginning of the year and stock at the end of the year.

Employee benefit expenses

Employee benefit expenses comprises (i) Salaries, wages and bonus, (ii) contribution to provident fund and other funds, (iii) Gratuity, (iv) Compensated absences and (v) Staff welfare charges.

Finance costs

Finance costs mainly include (i) Interest on cash credit, gold loans, bill discounting, vehicle loans and others, (ii) bank facilitation charges and (iii) Interest on lease liability.

Depreciation and amortisation expenses

Depreciation and amortisation expenses comprise expenses attributable to depreciation of plant, property and equipment, including (i) Depreciation on tangible assets, (ii) Depreciation on intangible assets and (iii) Depreciation on right-of-use assets.

Other expenses

Other expenses comprise costs attributable to (i) Power and fuel charges, (ii) Water charges, (iii) Consumables and packing materials, (iv) Repairs and maintenance of buildings, plant and machinery and others, (v) Labour charges, (vi) Advertisements and sales promotion, (vii) Freight and forwarding charges, (viii) Commission and service charges, (ix) Web server hosting charges, (x) Bank charges, (xi) Insurance, (xii) Travelling and conveyance expenses, (xiii) Rent, (xiv) Rates and taxes, (xv) Legal and professional fee, (xvi) Postage, telegrams and telephone charges, (xvii) Printing and stationery, (xviii) Payment to auditors, (xix) Vehicle expenses, (xx) Designing charges, (xxi) Testing charges, (xxii) Exhibition expenses, (xxiii) Sundry balances written off, (xxiv) Corporate social responsibility expenses, (xxv) Sundry balances written back, (xxvi) Security expenses, (xxvii) Miscellaneous expenses and (xxviii) Expected credit loss.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND FISCAL 2026, 2025 AND 2024

The following table sets forth certain financial information with respect to our results of operations from our restated statement of profit and loss for the three months ended June 30, 2026 and Fiscals 2026, 2025 and 2024, the components of which are also expressed as a percentage of total income for such periods:

Particulars	Three months ended June 30,	Fiscal 2026	Fiscal 2025	Fiscal 2024
	2026
	Am ount ( milli on)	Perce ntage of Total Reven ue (in %)	Amount ( million)	Percent age of Total Revenu e (in %)	Amount ( million)	Percen tage of Total Reven ue (in %)	Amount ( million)	Percen tage of Total Reven ue (in %)
I. Revenue from operations	1,467.	99.54	5,389.49	99.99	4,354.95	99.92	4,105.05	99.9
	26							7
II. Other income	6.73	0.46	0.77	0.01	3.70	0.08	1.09	0.03
III. TOTAL REVENUE	1,473.	100.00	5,390.26	100.00	4,358.65	100.0	4,106.14	100.
	99					0		00
IV. EXPENSES
Cost of raw material and components				1,501.	101.86	4,770.59	88.50	3,594.85	82.48	3,463.14	84.3
consumed	39							6
Changes in inventories of finished	(259.	(17.64)	(181.70)	(3.37)	99.04	2.27	65.01	1.58
goods, work-in-progress and traded	94)
goods
Employee benefit expenses	45.50	3.09	148.60	2.76	127.85	2.93	118.40	2.88
Finance costs	18.31	1.24	83.78	1.55	78.93	1.81	81.99	2.00
Depreciation and amortisation expenses				5.91	0.40	18.48	0.34	17.66	0.41	16.13	0.39
Other expenses	77.39	5.25	315.77	5.86	290.42	6.66	265.01	6.46
TOTAL EXPENSES (IV)	1,388.	94.20	5,155.52	95.65	4,208.75	96.56	4,009.70	97.6
				56							8
V. RESTATED PROFIT		BEFORE		85.43	5.80	234.74	4.35	149.90	3.44	96.45	2.35
EXCEPTIONAL ITEMS AND TAX
[III. - IV.]
VI. Exceptional items				-	-	-	-	-	-	-	-
VII. RESTATED PROFIT BEFORE				85.43	5.80	234.74	4.35	149.90	3.44	96.45	2.35
TAX [V. - VI.]
Less: Tax expenses									-		-
- Current tax	21.74	1.47	59.96	1.11	41.94	0.96	25.10	0.61
- Deferred tax charge / (credit)	(1.0	(0.07)	(1.72)	(0.03)	1.83	0.04	(0.13)	0.00
				7)
- Tax Expense related to prior years				-	-	-	-	1.01	0.02	-	-
				20.6	1.40	58.24	1.08	44.78	1.03	24.97	0.60
				7
RESTATED	PROFIT/	(LOSS)		64.7	4.39	176.50	3.27	105.12	2.41	71.48	1.74
AFTER TAX				6
VI. RESTATED		OTHER		-	-	-	-	-	-	-	-
COMPREHENSIVE INCOME:

 

Share of Profit/ (Loss) of Associates			0.01	0.00	(0.02)	(0.00)	-	-
A i) Items that will not be	0.41	0.03	(0.06)	(0.00)	(4.08)	(0.09	(1.08)	(0.03
reclassified to profit and loss						)		)
ii) Income tax relating to items	-	-	-	-	-	-	-	-
that will not be reclassified to
profit or loss
B i) Items that will be reclassified	-	-	-	-	-	-	-	-
to profit and loss
ii) Income tax relating to items	-	-	-	-	-	-	-	-
that will be reclassified to profit
or loss
VII. RESTATED TOTAL	65.1	4.42	176.42	3.27	101.03	2.32	70.40	1.71
COMPREHENSIVE	8
INCOME/(LOSS) FOR THE
PERIOD (V+VI)

Three months ended June 30, 2026

During the three months ended June 30, 2026, the Company recorded revenue from operations of 1,467.26 million and profit after tax of 64.77 million.

Total Revenue:

Total revenue for the three months ended June 30, 2026 was 1,473.99 million, comprising revenue from operations of 1,467.26 million and other income of 6.73 million. This figure reflects the performance of the Companys core operating activities and is consistent with our expectations for the period.

Revenue from Operations:

Revenue from operations was 1,467.26 million, of which domestic sales contributed 740.05 million and export sales contributed 727.21 million. Sale of products aggregated 1,413.02 million, sale of services job work charges was 36.03 million and operating income (including net foreign exchange fluctuation, interest on bank deposits and other operating revenues) was 18.21 million. This performance was primarily driven by robust sales in our key business segments, including domestic as well as export sales of finished jewellery and diamond/precious stone sales, which were supported by customer demand and our go-to-market strategy.

Other Income:

Other income was 6.73 million, primarily comprising other miscellaneous income.

Total Expenses:

Total expenses were 1,388.56 million. These expenses reflect the costs incurred for raw materials consumed, changes in inventory levels of finished goods and work in progress, employee benefits, finance costs, depreciation and amortisation, and other operating expenses required to support ongoing business activities.

Cost of Raw Material and Components Consumed:

The cost of raw material and components consumed was 1,501.39 million. This expense was primarily to meet production targets in line with the demand for our products and services.

Changes in Inventories of Finished Goods, Work-in-Progress, and Traded Goods:

Changes in inventories of finished goods, work-in-progress and traded goods was (259.94) million, reflecting adjustments in inventory levels resulting from higher production output and increased sales activity

Employee Benefit Expenses:

Employee benefit expenses were 45.50 million. These expenses were primarily on account of headcount and enhancements in compensation structures to attract and retain skilled talent.

Finance Costs:

Finance costs were 18.31 million. The finance cost primarily represents interest on working capital borrowings and bank charges incurred in the normal course of business.

Depreciation and Amortisation Expenses:

Depreciation and amortisation expenses were 5.91 million. This expense was primarily on account of the routine depreciation of existing fixed assets and the consistent application of our amortization policies.

Other Expenses:

Other expenses were 77.39 million, primarily comprising labour charges ( 34.79 million), designing charges ( 6.12 million), consumables and packing materials ( 6.44 million) and legal and professional fees ( 5.17 million).

Profit Before Tax:

For the reasons discussed above, profit before tax for the three months ended June 30, 2026 was 85.43 million.

Tax Expense:

Tax expense was 20.67 million, comprising current tax of 21.74 million and deferred tax credit of (1.07) million.

Profit After Tax:

Consequently, profit after tax was 64.77 million for the period. This result demonstrates the Companys ability to generate profit while managing both revenue growth and expense pressures effectively.

Fiscal 2026 compared to Fiscal 2025

During the fiscal year ended March 31, 2026, the Company recorded strong growth in both revenue and profitability, with revenue from operations expanding materially and profit after tax growing on the back of higher sales volumes, an improved geographical mix and operating leverage benefits.

Total Revenue:

Total revenue increased by 23.67%, rising from 4,358.65 million in Fiscal 2025 to 5,390.26 million in Fiscal 2026. This growth was primarily driven by higher revenue from operations, reflecting increased sales volumes across both domestic and export markets.

Revenue from Operations:

Revenue from operations rose by 23.76%, from 4,354.95 million in Fiscal 2025 to 5,389.49 million in Fiscal 2026, of which domestic sales were 2,741.47 million and export sales were 2,648.02 million. The growth reflects stronger operating performance and a more balanced mix between domestic and export sales.

Other Income:

Other income decreased from 3.70 million in Fiscal 2025 to 0.77 million in Fiscal 2026, primarily on account of lower interest income on others and lower non-recurring miscellaneous income during the year.

Total Expenses:

Total expenses increased by 22.50%, from 4,208.75 million in Fiscal 2025 to 5,155.52 million in Fiscal 2026, primarily due to higher cost of raw materials and other operating expenditures required to support the growth in revenue, which grew by 23.76%.

Cost of Raw Material and Components Consumed:

This cost rose by 32.71% to 4,770.59 million in Fiscal 2026 from 3,594.85 million in Fiscal 2025. As a percentage of total revenue, this cost increased to 88.50% in Fiscal 2026 from 82.48% in Fiscal 2025, primarily on account of higher input prices, particularly gold, and increased volume of raw materials consumed to support the growth in sales.

Changes in Inventories of Finished Goods, Work-in-Progress, and Traded Goods:

Changes in inventories of finished goods, work-in-progress and traded goods was (181.70) million in Fiscal 2026, compared to 99.04 million in Fiscal 2025, reflecting improved inventory management.

Employee Benefit Expenses:

Employee benefit expenses increased by 16.23% to 148.60 million in Fiscal 2026 from 127.85 million in Fiscal 2025, primarily due to an increase in headcount and market-aligned compensation. As a percentage of total revenue, employee benefit expenses declined to 2.76% for Fiscal 2026 from 2.93% for Fiscal 2025.

Finance Costs:

Finance costs increased by 6.14%, from 78.93 million in Fiscal 2025 to 83.78 million in Fiscal 2026, largely reflecting the increased utilisation of working capital facilities during the year.

Depreciation and Amortisation Expenses:

This expense increased from 17.66 million in Fiscal 2025 to 18.48 million in Fiscal 2026, primarily driven by additional capital expenditure incurred during Fiscal 2025 and Fiscal 2026 towards property, plant and equipment and right-of-use assets.

Other Expenses:

Other expenses rose by 8.73% to 315.77 million in Fiscal 2026 from 290.42 million in Fiscal 2025, representing broad-based support costs behind revenue growth. As a percentage of total revenue, other expenses declined marginally to 5.86% for Fiscal 2026 from 6.66% for Fiscal 2025.

Profit Before Tax:

Profit before tax increased significantly by 56.60% to 234.74 million in Fiscal 2026 from 149.90 million in Fiscal 2025. This growth was primarily attributable to higher revenues, improved operating leverage and effective cost discipline.

Tax Expense:

Tax expense for Fiscal 2026 was 58.24 million, comprising current tax of 59.96 million and deferred tax credit of (1.72) million, compared to 44.78 million in Fiscal 2025. The increase primarily reflects the Companys enhanced scale of operations and taxable income base during the year.

Profit After Tax:

Profit after tax rose by 67.88%, from 105.12 million in Fiscal 2025 to 176.48 million in Fiscal 2026. This improvement was primarily driven by strong operating performance, favourable revenue mix and operating leverage benefits realised during the year.

Fiscal 2025 compared to Fiscal 2024

During the fiscal year ended March 31, 2025, the Company experienced notable shifts in both revenue and expenses which collectively impacted overall profitability.

Total Revenue:

Total revenue increased by 6.15%, rising from 4,106.14 million in Fiscal 2024 to 4,358.65 million in Fiscal 2025. This growth was primarily due to an improvement in revenue from operations driven by higher sales performance, and an increase in other income to 3.70 million, which is attributed to higher non-operational gains like interest income and refunds.

Revenue from Operations:

Revenue from operations rose by 6.09%, from 4,105.05 million in Fiscal 2024 to 4,354.95 million in Fiscal 2025, reflecting stronger operating performance and higher sales.

Other Income:

Other income increased from 1.09 million in Fiscal 2024 to 3.70 million in Fiscal 2025. The increase is mainly attributable to higher non-operational gains like interest income on VAT refund of 0.08 million, profit on sale of fixed assets of 0.10 million and miscellaneous income by way of excise duty refund for the earlier years of 0.15 million.

Total Expenses:

Total expenses increased by 4.96%, from 4,009.70 million in Fiscal 2024 to 4,208.75 million in Fiscal 2025, primarily due to higher cost of raw materials and other operating expenditures required to support the growth in revenue.

Cost of Raw Material and Components Consumed:

This cost rose by 3.80% to 3,594.85 million in Fiscal 2025 from 3,463.14 million in Fiscal 2024, while this cost as a percentage to revenue declined, reflecting improved gross margins (82.48% in Fiscal 2025 versus 84.36% in Fiscal 2024). The escalation was mainly on account of higher input prices and increased volumes of raw materials consumed in production driven by higher sales volume. This increase was influenced by higher input prices and despite the absolute cost increase, the cost as a percentage of revenue declined, indicating improved gross margins and more efficient procurement or production processes.

Changes in Inventories:

The reported change in inventories of finished goods, work-in-progress, and traded goods improved 99.04 million in Fiscal 2025, compared to 65.01 million in Fiscal 2024, reflecting improved inventory management.

The total cost of raw material consumed along with the change in inventories for Fiscal 2025 stood at 3,693.89 million as compared to 3,528.15 million for Fiscal 2024. As compared to the total revenue from operations, the same has improved to 84.75% of our total revenue for Fiscal 2025, from 85.94% of our total revenue for Fiscal 2024.

Employee Benefit Expenses:

Employee benefit expenses increased by 7.98% to 127.85 million in Fiscal 2025 from 118.40 million in Fiscal 2024, primarily due to an increase in headcount and market-aligned compensation. Employee benefit expenses also rose to 2.93% of total revenue for Fiscal 2025 as compared to 2.88% of our total revenue for Fiscal 2024.

Finance Costs:

Finance costs declined by 3.73%, from 81.99 million in Fiscal 2024 to 78.93 million in Fiscal 2025, reflecting improved debt management and favourable interest rate environment that helped mitigate the cost of borrowing.

Depreciation and Amortisation Expenses:

This expense increased from 16.13 million in Fiscal 2024 to 17.66 million in Fiscal 2025. The increase was primarily driven by additional capital expenditure in preceding years.

Other Expenses:

Other expenses rose by 9.59% to 290.42 million from 265.01 million in Fiscal 2024, representing broad-based support costs behind revenue growth. However, the expenses were marginally higher as percentage to total revenue from 6.46% for Fiscal 2024 to 6.66% for Fiscal 2025.

Profit before Tax:

Profit before tax increased significantly by 55.42% to 149.90 million in Fiscal 2025 versus 96.45 million in Fiscal 2024. The increase primarily attributable to higher margin operations from domestic revenue in India of our products. In Fiscal 2025 our domestic revenue comprised 63.59% of our revenue from operations compared to 57.67% in Fiscal 2024 accompanied by effective cost discipline and operational leverage.

Tax Expense:

Tax expenses, which include current tax, deferred tax, and adjustments for prior years, have been appropriately accounted for in the financial statements. The income tax expense for Fiscal 2025 rose to 44.78 million, up from 24.97 million in Fiscal 2024. This increase is primarily a reflection of the Companys enhanced scale of operations and taxable income base during the period.

Profit after Tax:

Profit after tax rose by 47.06%, from 71.48 million in Fiscal 2024 to 105.12 million in Fiscal 2025. This improvement was primarily driven by strong operating performance, improved cost efficiencies and favourable market conditions along with higher margin operation from domestic revenue for Fiscal 2025 as explained.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2026, our cash and cash equivalents were 49.38 million. Historically, our primary liquidity requirements have been to finance the expansion of our business and operations. Our business requires a substantial amount of working capital to finance inventory and receivables. As at June 30, 2026 our total outstanding debt (including long term borrowings, current maturities of long term borrowings and short term borrowings) was 1,104.94 million. For further information, see "Financial Indebtedness" and "Restated Financial Information" on pages 299 and 206, respectively.

As of June 30, 2026, we had 9.95 million in cash and cash equivalents (cash in hand), and 39.43 million in bank balances in accordance with our Restated Financial Information. We believe that our cash flow from operations, the Net Proceeds from the Fresh Issue and our borrowings will be sufficient to provide us with the funds for our working capital and capital expenditure requirements for at least the next 12 months. In the future, as we expand our business, our working capital needs will increase, and we may need to raise additional funds through further working capital facilities and additional issues of Equity Shares.

CASH FLOWS

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

				(in millions)
Particulars	Three months ended June 30,	Fiscal 2026	Fiscal 2025	Fiscal 2024
	2026
Net cash flow (used in)/from operating activities	(61.00)	176.88	25.07	(18.16)
Net cash flow from/(used in) investing activities	(19.29)	175.90	(187.23)	45.99
Net cash flow from/(used in) financing activities	64.36	(349.27)	133.02	(123.73)
Net increase in cash and cash equivalents during the year	(15.93)	3.51	(29.14)	(95.90)
Closing cash and cash equivalents	9.95	25.88	22.37	51.50

Operating Activities

Three Months ended June 30, 2026

Net cash flow used in operating activities was 61.00 million for the three months ended June 30, 2026, against a profit before tax of 85.43 million. Our operating profit before working capital changes was 110.71 million. The cash outflow was primarily driven by an increase in inventories of 87.47 million, an increase in trade receivables of 88.72 million and an increase in other current assets of 18.55 million. The same was partly offset by an increase in trade payables of 31.90 million. Income taxes paid during the period were 8.57 million.

Fiscal 2026:

Net cash flow generated from operating activities was 176.88 million for Fiscal 2026, against a profit before tax of 234.74 million. Our operating profit before working capital changes was 338.71 million. Changes in working capital primarily reflected an increase in inventories of 139.11 million, an increase in other current assets of 34.58 million and decrease in trade payable of 78.58 million. The same was partly offset by a decrease in trade receivables of 138.48 million. This was net of a decrease in trade payables of 78.58 million and Income taxes paid during the period were 66.38 million.

Fiscal 2025:

Net cash flow generated from operating activities was 25.07 million, against a profit before tax of 149.90 million. Our operating profit before working capital changes was 244.66 million. This was primarily due to adjustments for finance cost, deferred tax, depreciation and amortisation expenses amounting to 94.76 million. Changes in working capital for the Fiscal 2025 primarily consisted of increase in trade receivables. The same was partly set off by decrease in inventories and other current assets, increase in trade payables and other current liabilities. Our income taxes paid was 43.08 million for the Fiscal 2025.

Fiscal 2024:

Net cash flow used in operating activities was 18.16 million, with a profit before tax of 96.45 million. This difference was mainly related to changes in working capital components, timing differences between accrual-based profit recognition and actual cash transactions and an increase in inventory.

Investing Activities

Three Months ended June 30, 2026

Net cash flow used in investing activities was 19.29 million for the three months ended June 30, 2026, primarily on account of capital expenditure towards addition in property, plant and equipment of 18.98 million.

Fiscal 2026:

Net cash flow generated from investing activities was 175.90 million for Fiscal 2026, primarily on account of a decrease in bank balances not considered as cash and cash equivalents of 209.88 million (largely reflecting the release of margin money placed with banks against gold loans) and was partly offset by capital expenditure towards additions in property, plant and equipment of 33.74 million.

Fiscal 2025:

Net cash flow used in investing activities was 187.23 million for Fiscal 2025, primarily on account of changes in bank balances not considered cash and cash equivalents due to increase in margin money placed with banks against Gold Loan to the extent of

149.12 million and also capital expenditure made towards addition in Property, Plant, and Equipment of 30.54 million.

Fiscal 2024:

Net cash flow from investing activities was 45.99 million. The inflow was primarily driven by proceeds from the sale or reclassification of certain investments and other asset disposals.

Financing Activities

Three Months ended June 30, 2026

Net cash flow generated from financing activities was 64.36 million for the three months ended June 30, 2026, consisting primarily of proceeds from short-term borrowings (net) of 88.28 million, partly offset by repayment of long-term borrowings (net) of 10.36 million and finance costs paid of 18.31 million.

Fiscal 2026:

Net cash flow used in financing activities was 349.27 million for Fiscal 2026, primarily consisting of a net repayment of short-term borrowings of 539.62 million and finance costs paid of 83.78 million, partly offset by proceeds from long-term borrowings (net) of 115.12 million, proceeds from a fresh issue of equity shares of 8.25 million and an increase in items concerning net worth of 152.47 million primarily consist of premium of 148.50 on fresh issue of equity shares as stated above.

Fiscal 2025:

In Fiscal 2025, net cash flow generated from financing activities was 133.02 million, consisting primarily of repayment of long term borrowings of 26.71 million, interest paid of 78.93 million and proceeds from short term borrowings of 240.91 million.

Fiscal 2024:

In Fiscal 2024, net cash flow from financing activities was 123.73 million. The outflow was driven by similar factors as noted above, including principal repayments and related financing adjustments.

Historical and Planned Capital Expenditures

Our capital expenditures reflect our commitment to investing in long-term assets that drive future growth and operational efficiency. Historical capital expenditures were as follows:

Fiscal 2024: 12.34 million

Fiscal 2025: 30.54 million

Fiscal 2026: 33.74 million

For the three months ended June 30, 2026, capital expenditures amounted to 18.98 million, primarily on account of investments in production equipment. These investments are targeted at modernizing our production facilities, expanding capacity, and enhancing technological capabilities

The variability in our cash flows over the periods can be largely attributed to the timing differences between accrual-based profit recognition and actual cash transactions, non-cash adjustments (such as depreciation, amortisation, and deferred tax adjustments), and fluctuations in working capital components. Investing activities have been influenced by our strategic capital allocation to support future growth, while financing activities reflect the dynamic management of our capital structure and liquidity needs. Management continues to closely monitor these factors to optimise cash flow generation and align our investment strategy with long-term strategic objectives.

Indebtedness

As of June 30, 2026, we had total borrowings (consisting of long-term borrowings and short-term borrowings) of 1,104.94 million, which includes 10.33 million of current portion of non-current borrowings. Our long-term and short-term borrowings primarily comprise secured working capital term loans. For further information on our agreements governing our outstanding indebtedness, see "Financial Indebtedness" on page 299.

Contractual Obligations and Commitments.

The following table sets forth the details regarding our contractual maturities of financial liabilities, as of June 30, 2026 based on contractual undiscounted payments as of the respective years mentioned:

(in million)

Particulars	Total	Less than 1 year	1 year and more
Borrowings	1,104.94	1,004.10	100.84
Lease liabilities	16.52	-	16.52
Trade payables	474.99	467.66	7.33
Other financial liabilities		46.25	27.04	19.21
Total	1,642.69	1,498.80	143.89
As on and for the year ended March 31, 2026
Borrowings	1,025.94	915.82	110.12
Lease liabilities	17.60	-	17.60
Trade payables	443.08	434.96	8.13
Other financial liabilities		46.85	27.94	18.92
Total	1,533.48	1,378.72	154.77
As on and for the year ended March 31, 2025
Borrowings	1,458.53	1,455.44	3.09
Lease liabilities	9.51	-	9.51
Trade payables	521.67	520.86	0.80
Other financial liabilities		52.84	35.75	17.09
Total	2,042.54	2,012.05	30.49
As on and for the year ended March 31 2024
Borrowings	1,249.56	1,214.53	35.03
Lease liabilities	4.28	-	4.28
Trade payables	450.77	445.87	4.91
Other financial liabilities		37.47	24.87	12.60
Total	1,742.08	1,685.27	56.81

Contingent liabilities

The following table sets forth the principal components of our contingent liabilities as June 30, 2026:

( in million)

Particulars	As on and for the year ended June 30, 2026
Income tax matters in dispute	36.23
Sales tax matters in dispute	1.82
Bank Guarantee	22.50
Total	60.55

Note: Interest payable to MSMED suppliers: The vendors and the Company have a long-standing relationship/mutual understanding owing to which no interest is charged by them on their dues beyond 45 days. Therefore, on the basis of this review, the management has estimated that there is no requirement of creation of a provision in this regard. Note: Bank guarantee provided: The Company is required to furnish bank guarantees as part of the business. As at June 30, 2026 the Company has provided bank guarantees including letter of credit amounting to 22.50 million.

For further details of our contingent liabilities, see "Restated Financial Information Note 28 Capital commitments and Contingent liabilities" on page 256.

Off-Balance Sheet Transactions

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 are material to investors.

Related Party Transactions

We enter into various transactions with related parties. These transactions principally include managerial remuneration/salary and loans repaid.

For further information relating to our related party transactions, see "Restated Financial Information Note 37 Related Party

Disclosures" on page 267.

Auditors Observations

There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial Information of our Company for the three months ended June 30, 2026 or the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 and the examination report thereon.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate on account of changes in market prices. Market risk includes interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate on account of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our short-term debt obligations with floating interest rates.

Credit Risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities (primarily trade receivables).

Trade Receivables: Customer credit risk is managed in accordance with our policies, procedures and controls relating to customer credit risk management. Credit quality of a customer is assessed based on an individual credit limits and are defined in accordance with managements assessment of the customer. Outstanding customer receivables are regularly monitored.

Liquidity Risk

Liquidity risk is the risk that we may not be able to meet our present and future obligations associated with financial liabilities that are required to be settled by delivering cash or another financial asset. Our objective is to maintain a balance between continuity of funding and flexibility through the use of working capital loans. We closely monitor our liquidity position. We aim to minimise these risks by generating sufficient cash flows from current operations, which in addition to the available cash and cash equivalents and sufficient committed fund facilities, will provide liquidity.

Foreign Currency Risk

Apart from forward exchange contracts taken to hedge existing assets or liabilities, the Company also uses derivatives to hedge its foreign currency risk exposure relating to firm commitments and highly probable transactions. The Company provides for losses/gains in respect of such outstanding derivative contract at the balance sheet date by marking them to market.

Inflation

In recent years, India has experienced moderate rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.

Unusual or Infrequent Events or Transactions

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 " Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 283 and 17, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income from continuing operations.

Future relationship between costs and income

Other than as described in the sections entitled "Risk Factors" and "Managements Discussion and Analysis of Financial

Condition and Results of Operations" on pages 17 and 280, and elsewhere in this Red Herring Prospectus, to our knowledge there are no known factors which will have a material adverse impact on our operation and finances.

Extent to which Material Increases in Net Sales or Revenue are Due to Increased Sales Volume or Increased Sales Prices

Changes in revenue in the last three Fiscals are as described in " Three months ended June 30, 2026", " Fiscal 2026 compared to Fiscal 2025", and " Fiscal 2025 compared to Fiscal 2024" above on pages 289, 290 and 291, respectively.

Segment Reporting

The Company is engaged in manufacturing and selling of jewellery which is the primary business segment based on the nature of products manufactured and sold. There are no other primary reportable segments.

The Companys business segment has been identified considering: - The nature of the product - The differing risk and returns - The internal financial reporting systems

Secondary segment information

The Companys operations are managed from India. The principal geographical areas in which the Company operates are India and Europe, Middle East, Asia, USA and other countries. Segment assets do not include income tax assets.

Significant Dependence on Single or Few Customers

Given the nature of our business operations, we are dependent on any single or few customers for our revenue from operations. There are transactions with a single external customer which would amount to 10 percent or more of our revenue from operations.

For further information, see "Risk Factors - We derived 53.19% of our revenue from our top ten customers for the three months ended June 30, 2026, of which 33.36% of our revenue was derived from our top five customers. Loss of such customers or reduction in business from such customers will have a significant adverse impact on our business and results of operation" on page 17.

New product or business segment

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

Seasonality of business

Our sales have historically exhibited certain seasonal fluctuations, reflecting higher sales volumes and profit margins during festival periods and other occasions such as Diwali, Akshay Tritiya, and other regional festivals, which are critical drivers of our annual revenue. See "Risk Factors Our sales are subject to seasonality, which may contribute to fluctuations in our results of operations." on page 32.

Competitive conditions

We operate in a competitive environment. See "Our Business", "Industry Overview" and "Risk Factors" on pages 146, 114 and

17 respectively, for further information on competitive conditions that we face across our various business verticals.

Significant Developments after June 30, 2026 that may affect our future results of operations

Except as disclosed below and in this Red Herring Prospectus, to our knowledge no circumstances have arisen since June 30, 2026 that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.