Nityas Gems and Jewellery Limited

This section primarily provides an overview of the industry context, including various economic outlooks and sectoral performance data. It details projections for global economic growth, the impact of monsoon conditions, and the effects of geopolitical tensions on energy-intensive sectors. Furthermore, it presents trends in Indian GDP growth, per capita GDP, and Gross Value Added (GVA) across different sectors and states. The data is sourced from reports commissioned by the company and various official sources like the IMF and MOSPI.

The provided text primarily discusses macroeconomic factors such as inflation, monetary policy, household savings, and demographic trends in India. It details recent inflation figures, RBI projections, the impact of various economic conditions on consumption, and shifts in household savings towards physical assets. Furthermore, it outlines the growth of the middle class, the importance of the rural economy in the FMCG sector, and significant urbanization trends in India.

The provided text discusses macroeconomic trends in India, including increasing disposable income and consumer spending, which drives economic growth. It highlights various sectors with potential exposure to trade policies, particularly concerning US tariffs, and notes ongoing trade negotiations between India and the US. The text then details the Indian gems and jewellery industry, which is a significant part of the national economy, with India being a global leader in diamond cutting and polishing. The industry is segmented by material, with gold being the dominant material, followed by diamonds, silver, and others. Furthermore, it describes the diamond industry's value chain, noting Surat as a major processing hub and Mumbai as a key trading center.

The Indian diamond industry faces challenges such as volatility in rough diamond prices, reliance on imported raw materials, and increasing competition from synthetic diamonds, although the long-term outlook is stable due to government support and technological investment. The retail diamond jewellery market in India reached approximately ₹62,300.00 Crore in CY25 and is expected to grow at a CAGR of 2.8% over the forecast period. The value chain involves several integrated stages from mining to retail, including sourcing, trading, cutting, manufacturing, wholesaling, retailing, and certification. India is recognized as a global leader in diamond cutting and polishing, and the industry is seeing shifts in the global market towards Lab-Grown Diamonds (LGDs).

This section provides an overview of the LGD jewellery industry in India, detailing trade trends, the advantages of the LGD business model, market size projections, and retail adoption dynamics. It covers fluctuations in exports and imports, the financial benefits derived from the LGD supply chain, the technical nature of LGDs, and the growth trajectory of the market. Furthermore, it segments the market by product type, occasion, and channel, highlighting the role of organized retail in driving market acceptance.

The market for Lab-Grown Diamonds (LGDs) in India is shaped by the influence of established players and a distinct omnichannel purchase journey. Organized players have driven category acceptance through credibility, standardization, and expanded geographical accessibility. The consumer journey involves digital platforms for discovery and education, followed by physical stores to build trust and complete transactions. LGD production utilizes two main methods: High Pressure High Temperature (HPHT) and Chemical Vapour Deposition (CVD). Furthermore, there is a clear cost advantage for LGDs, making them appealing for consumers seeking affordable luxury and sustainability.

The section details various aspects related to the grading, policy support, and market dynamics within the Lab-Grown Diamond (LGD) sector in India. It covers the role of international laboratories in grading, government initiatives like the PLI scheme to support domestic manufacturing, regulatory oversight for trade, consumer protection efforts, and the emphasis on ethical and sustainable practices. Furthermore, it discusses market demand drivers such as affordability and evolving consumer preferences, alongside challenges like consumer perception issues and competition from natural diamonds.

The company is engaged in the design, manufacturing, and sale of lab-grown diamond studded gold jewellery in India. The business operates through an integrated model involving both business-to-business (B2B) manufacturing and distribution to various retailers, as well as direct-to-consumer (D2C) omnichannel retail operations through its subsidiary. The product portfolio includes various jewellery items, with a strategic focus on lightweight, affordable lab-grown diamond-studded gold jewellery targeting the growing demand for affordable luxury and daily-wear pieces. The company supplies its products to a network of jewellery retailers across 18 Indian states and 2 union territories, and also to international markets. The business model was expanded through the acquisition of Ayaani, which provides a consumer-facing platform.

The company supports its operations with an in-house design team utilizing CAD and CAM software for product development, focusing on lab-grown diamond studded gold jewellery aligned with market trends. The company procures gold bullion from authorized Indian dealers and sources lab-grown diamonds from manufacturers. Manufacturing is conducted at a facility in Surat, Gujarat, equipped with machinery for end-to-end production. The business operates an integrated model combining B2B supply with organized retailers and D2C omnichannel retail through its subsidiary, Ayaani. The company is well-positioned to capitalize on the growth of the lab-grown diamond jewellery market, which is expanding globally and in India.

The company operates across Tier-2 and Tier-3 cities using omnichannel retail models. The business leverages technological advancements to produce lab-grown diamonds that are chemically and physically identical to mined diamonds, allowing for consistent quality and design experimentation. The lab-grown diamond business model offers commercial advantages by potentially yielding higher gross margins due to lower production costs compared to natural diamonds. Furthermore, the streamlined sourcing and manufacturing processes provide better cost control and shorter lead times. The company plans to expand its customer base across various segments, including B2B and D2C, and focus on younger demographics. They also intend to increase marketing efforts and augment working capital to support procurement and operations.

The company focuses on strengthening design-led product innovation by expanding its portfolio across various categories, price points, and customer segments, including new collections aligned with emerging fashion trends. They plan to leverage insights from B2B and D2C operations to guide design development and utilize technology-enabled design tools like CAD and CAM to improve precision and reduce development timelines. Furthermore, the company intends to expand its direct-to-consumer presence through its subsidiary, Ayaani, by scaling through franchise-operated stores in Tier-2 and Tier-3 cities, while also enhancing its digital channels. The product portfolio encompasses a wide range of jewellery items, and the business involves the design, manufacturing, and sale of lab-grown diamond studded gold jewellery through both B2B and D2C channels.

The company's manufacturing process involves several stages, starting with the removal of Plaster of Paris (PoP) cavities and cleaning of cast structures, followed by separation of jewellery pieces and initial inspection for quality assurance. Subsequent steps include filing and laser soldering to refine contours, diamond fitting and studding, and multi-stage polishing to enhance the surface appearance. Finished products undergo final quality control checks for aesthetic, structural, and functional parameters before being cleaned, labelled, and packed for dispatch. The company supports this process with multi-stage quality control frameworks covering raw material testing, in-process inspections, and final product evaluation.

This section details various aspects of the company's operations, including financial dependency on suppliers, pricing strategies, inventory management, marketing efforts, IT infrastructure, and competitive landscape. The company's pricing for lab-grown diamond studded gold jewellery is influenced by gold and lab-grown diamond market prices. Inventory and production planning are closely linked to sales volumes and customer demand, utilizing unique identification codes for traceability. Marketing involves personalized visits and exhibitions for B2B, while D2C marketing focuses on digital engagement. The company operates in a competitive market against various players in the jewellery segment, and it maintains insurance policies for various risks.

The company details include information on employee benefits expenses, attrition rates, and various regulatory frameworks applicable to its operations in India. The company has registered several trademarks and has material properties related to its company and subsidiaries, including leased premises. Furthermore, the text outlines various Indian laws and regulations concerning factories, industrial disputes, standards, and gold loans.

This section details various Indian laws and regulations pertinent to the business operations, including restrictions on the sale of gold jewellery, guidelines for anti-money laundering, environmental laws, and various labour laws. It outlines provisions related to BIS Hallmarking Regulations, various anti-money laundering guidelines, environmental impact assessments, and regulations concerning the use of water and air, alongside provisions for public liability insurance. Furthermore, it references laws concerning intellectual property, taxation, customs, and various labour legislation aimed at regulating working conditions and wages.

This section primarily discusses various Indian laws and regulations pertinent to business operations, including those related to labor, foreign trade, foreign investment, contracts, competition, and information technology. It details the framework established by these laws concerning different aspects of commerce and corporate conduct. Furthermore, it mentions that the company must comply with various laws imposed by Central and State Governments for its daily operations.

The company's history began with its incorporation as 'Nityas Gems and Jewellery Private Limited' on April 26, 2022. This was followed by a conversion to a public limited company, changing its name to 'Nityas Gems and Jewellery Limited', on May 20, 2025, and a fresh incorporation certificate on July 2, 2025. The company has undergone several amendments to its Memorandum of Association regarding authorized and issued share capital over time. Key corporate milestones include the incorporation of a subsidiary, Ratna LGD Private Limited, in 2024, and the acquisition of a stake in Ayaani Diamonds and Jewellery Private Limited. The company currently has two subsidiaries, including Ratna LGD Private Limited, which is engaged in similar business activities.

Ayaani Diamonds and Jewellery Private Limited was incorporated as a private limited company on April 26, 2022. The company operates in the manufacturing, trading, designing, and processing of various jewellery and related products. The capital structure details the authorized and issued share capital, and the shareholding pattern shows the distribution among various entities and individuals. The company confirms that it does not have any joint ventures as of the Red Herring Prospectus date. Furthermore, various confirmations address agreements, conflicts of interest, and the status of subsidiary securities.

The section details various aspects related to the company's directors, including their professional backgrounds, appointments, and compensation structures. It mentions the experience of certain individuals, such as a former employee of Sarvodaya Sahakari Bank Limited, and the qualifications of the Non-Executive Directors. Furthermore, it outlines the terms for the appointment and remuneration of the Chairman and Managing Director, as well as the Executive Director, including specific agreements and resolutions passed by the Board and Shareholders.

This section details various compliance and conflict of interest disclosures related to the company's directors and shareholders. It outlines the shareholding of key individuals, confirms the absence of certain conflicts between suppliers and directors, and specifies rules regarding director interests in company transactions and property. Furthermore, it lists recent changes in the Board of Directors, including appointments, resignations, and re-designations occurring between January 2025 and January 2026.

This section details various corporate governance and board structure aspects, including borrowing powers, compliance with regulations, and the composition of various Board committees. It outlines the constitution and re-constitution of the Audit Committee and the Nomination and Remuneration Committee, specifying their respective mandates and composition. Furthermore, it describes the constitution and re-constitution of the Stakeholders’ Relationship Committee, detailing their compliance with relevant legal and listing regulations.

The section details various committees and governance structures within the company, including the Stakeholders’ Relationship Committee and the Corporate Social Responsibility Committee, which have specific mandates regarding shareholder grievances and CSR activities. It also outlines the Key Managerial Personnel (KMP) and Senior Management, including their roles, qualifications, and compensation details. The text further specifies changes in KMP and Senior Management appointments over the last three years, along with disclosures regarding conflicts of interest, service contracts, and employee stock benefit schemes.

The section details the promoters of the company, including their shareholding, personal details, and various confirmations regarding their interests and compliance. The promoters are Rajnikant Lallubhai Chanchad, Sonalben Rajnikant Chanchad, and Savaliya Dhruv Janakbhai. It outlines that Rajnikant Lallubhai Chanchad is the Chairman and Managing Director, and lists other ventures promoted by the promoters. Furthermore, it confirms that the promoters have submitted necessary identification documents to the Stock Exchange and details various aspects concerning their interest in the company, property transactions, and financial conduct.

Updated since the RHP: This section details several amendments made to the company's Memorandum of Association since its incorporation, including changes to the authorized share capital and the company's name conversion. Key corporate milestones include the incorporation of a subsidiary, a subsequent conversion to a public limited company with a name change, and an acquisition of a stake in another company. The text also notes that a previously identified subsidiary no longer qualifies as material based on updated financial information.

The definitions section identifies the issuer as Nityas Gems and Jewellery Limited, a public limited company incorporated in India under the Companies Act, 2013. The registered office is located in Surat, Gujarat. The section also defines various terms related to the issue process, including different types of bidders, bid amounts, and timelines.

The definitions section outlines various terms related to the issuance process, including the parties involved, the process itself, and the documentation. Key entities mentioned include the Book Running Lead Manager, Designated Intermediaries, various types of bidders (like Anchor Investors, QIBs, and Retail Individual Bidders), and the various accounts and agreements used for fund collection and refunds. It also specifies the price band, the pricing date, and the nature of the prospectus documents.

The definitions section outlines various terms used in the prospectus, including agreements, parties involved in the issue, and payment mechanisms. Key entities mentioned include the Registrar to the Issue, the Sponsor Bank, and the Stock Exchanges. It also defines various investor types, such as Retail Individual Bidders, and details aspects of the UPI mechanism for bidding.

This section primarily defines various terms used within the prospectus, including financial, legal, and regulatory concepts. It lists terms such as ESIC, Euro, FDI, FEMA, various SEBI regulations, and financial metrics like Revenue from Operations and Net Profit after tax. It also specifies conventions regarding the use of time, geographical references, and the basis for financial data presented in the document.

This section primarily discusses the reliance of readers on the financial information presented in the Prospectus, noting that its meaningfulness depends on the reader's familiarity with Indian accounting policies and practices. It clarifies that percentage amounts are based on restated audited financial statements of the Company. The text also details various conventions regarding currency, units of presentation (like 'million'), and rounding adjustments for numerical figures. Furthermore, it introduces Non-GAAP financial measures, stating they are supplemental and not required by standard accounting standards, and warns that they should not be considered in isolation for performance assessment.

This section details the various roles and contacts involved in the issuance process, including the Book Running Lead Manager, the Registrar to the Issue, and the Legal Counsel. It specifies procedures for investor grievances and outlines different channels through which bidders can submit applications, such as through Syndicate Banks, Registered Brokers, or UPI mechanisms. Furthermore, it provides information on the lists of Designated Intermediaries, Syndicate Branches, and Registered Brokers/RTAs eligible to accept applications.

The section details various compliance and procedural aspects related to the issuance, including the identification of expert opinions and the appointment of a monitoring agency. It specifies that the company has received written consent from Statutory Auditors and a Chartered Engineer to be included as 'experts' in the Red Herring Prospectus. Furthermore, CARE Ratings Limited has been appointed as the monitoring agency to oversee the utilization of the gross proceeds. The text also outlines the process for book building, the nature of bids from different investor categories, and the intention to enter into an underwriting agreement.

Updated since the RHP: The issue process involves the availability of the prospectus to certain newspapers with a lead time before the bid opening date. The issue price was determined by the Company in consultation with the Book Running Lead Manager after the closing date. Participation in the issue was mandated through various processes depending on the investor type, such as ASBA or the UPI Mechanism. Certain investor categories, like QIBs and Non-Institutional Bidders, were restricted from withdrawing or lowering their bids, while retail and eligible employee bidders had flexibility during the bid period. The company has appointed a Book Running Lead Manager to manage the issue, and an underwriting agreement was entered into with specific underwriters.

This section details the capital structure of the company as of the date of the Prospectus, outlining the authorized, issued, and subsequent share capital. It specifies the details of various share allotments and transfers over time, including initial subscriptions, preferential allotments, and subsequent bonus issues. The text also provides historical records of equity share allotments, including the number of shares, face value, and issue prices for different parties.

The company currently does not have any preference share capital as of the date of the Prospectus. Regarding the issuance of equity shares, the company has not issued any equity shares for consideration other than cash or through the revaluation of reserves since incorporation. A specific event noted is a bonus issue on March 16, 2026, involving a 1:10 ratio of fully paid-up equity shares against existing shares. The issue price for equity shares is determined by the company in consultation with the Book Running Lead Manager, and the issue price for equity shares is ₹75 per share. The shareholding pattern details various categories of shareholders, including promoters and public investors, with Rajnikant Lallubhai Chanchad holding the largest stake.

The section details various shareholding structures, including a list of shareholders holding 1% or more of the paid-up share capital as of two years prior to the prospectus date. It also presents aggregate pre-issue and post-issue shareholding data for promoters, the promoter group, and top 10 shareholders, showing changes based on different price band scenarios. Furthermore, the text outlines provisions for a Minimum Promoter's Contribution, requiring a certain percentage of fully diluted post-issue equity shares held by promoters to be locked in for a specified period.

The company has obtained the consent of its Promoters to include equity shares held by them as the Promoters' Contribution, with an agreement not to dispose of this contribution until a specified lock-in period expires. The company assures that the locked-in shares will not be ineligible for computation of the Promoters' Contribution under SEBI ICDR Regulations, and confirms that these shares are not subject to any pledge or encumbrance. Furthermore, all equity shares held by the Promoters have been dematerialized as of the date of the Prospectus filing.

The issue involves raising funds through a fresh issue of equity shares, with the net proceeds proposed for various purposes. The primary utilization of the net proceeds is for funding the company's working capital requirements. The details regarding the utilization of funds are summarized in a table showing the deployment plan for Fiscal 2027, including provisions for general corporate purposes.

The section details various holding periods for inventory, trade receivables, trade payables, and other current assets and liabilities over fiscal years, along with projections for the coming year. Inventory days are expected to stabilize around 57 days in Fiscal 2027 to support growth strategies. Trade receivable days are anticipated to increase to about 31 days in Fiscal 2027 to accommodate longer credit terms with larger customers. Trade payable days are expected to decrease to approximately 7 days in Fiscal 2027 to enable faster settlement of supplier dues for cash discounts. Other current liabilities are expected to stabilize around 4 days in Fiscal 2027. The document also outlines various rules regarding the deployment of net proceeds, including restrictions on using funds for trading in other listed companies and procedures for issue-related expenses and processing fees.

The section discusses various regulatory requirements concerning the utilization of issue proceeds and the process for varying the objects of the issue. It mandates that the company furnish quarterly statements on deviations in the utilization of proceeds to stock exchanges. Furthermore, it outlines procedures for making disclosures regarding investments in acquisitions or strategic partnerships. The text also specifies that the net proceeds should not be used for repayment of borrowings or to pay consideration to promoters or group entities. Finally, it details the basis for determining the issue price, which involves consultation with the Book Running Lead Manager and assessment of market demand.

The section details various financial and operational Key Performance Indicators (KPIs) for the company across fiscal years 2026, 2025, and 2024. These KPIs include financial metrics such as Revenue from Operations, EBITDA, Net Profit after tax, and various margins, as well as operational metrics like Net Working Capital Days, Inventory Days, Debtor Days, Creditor Days, Gold Processed, and Sale of LGD Jewellery. The text also provides definitions for these KPIs and notes on the rationale behind fluctuations in certain metrics.

This section details the weighted average cost of acquisition (WACA) for both primary and secondary issuances of equity and convertible securities over the preceding eighteen months. It provides specific tables showing transactions, including the date, transferrer, number of shares transferred, face value, price per share, and the resulting adjusted price. Furthermore, it outlines procedures for adjusting the weighted average cost due to the subdivision of equity shares and the issuance of bonus equity shares.

This section details the statement of possible special tax benefits available to the Company and its shareholders under the Indian Income Tax Regulations. It discusses various provisions related to corporate tax rates, dividend income, and deductions. The statement clarifies that the tax benefits are subject to specific conditions and that investors should consult their own tax consultants. Furthermore, it outlines that the Company and its subsidiary have opted for concessional corporate income tax rates, which impacts the availability of certain deductions.

This section details the special indirect tax benefits available to the Company, its shareholders, and subsidiaries under the Indian Indirect Tax Regulations. It explains that supplies of goods and services qualifying as exports are classified as zero-rated supplies, which are eligible for GST refunds through various mechanisms. Furthermore, the text clarifies that there are no special indirect tax benefits available to shareholders or subsidiaries for investing in the company's shares.

Updated since the RHP: The issue involves raising funds through the issuance of up to 1,44,56,000 Equity Shares at a price of ₹75 per share, aiming to aggregate up to ₹108.35 Crore. The net proceeds after deducting issue-related expenses are estimated to be ₹91.47 Crore. These net proceeds are proposed to be utilized for funding working capital requirements and general corporate purposes. The utilization plan details the deployment of these funds in Fiscal 2027, with provisions for flexibility regarding the utilization of funds and potential reliance on other sources if shortfalls occur. The company anticipates a significant growth in its working capital requirements, projecting an increase from ₹6.77 Crore in Fiscal 2024 to ₹25.11 Crore in Fiscal 2025 and ₹44.95 Crore in Fiscal 2026, with an estimated total requirement reaching ₹110.31 Crore in Fiscal 2027. The company plans to utilize ₹70.00 Crore in net proceeds from the issue towards funding these working capital needs. This funding will be sourced from internal accruals, borrowings from banks, and the net proceeds from the issue. The section details the management of other current liabilities, noting that they have decreased from 14 days in Fiscal 2024 to 10 days in Fiscal 2026, primarily due to an adjustment related to call-in-advance amounts. Furthermore, the company expects other current liabilities days to be around 4 days for Fiscal 2027, which aligns with business requirements. The text also outlines various estimated expenses related to the issue, including fees for various parties and different commission structures depending on the type of bidder and account used. The Issue Price was determined by the Company and the Book Running Lead Manager based on market demand and various qualitative and quantitative factors. The face value of the Equity Shares is ₹5, and the Issue Price is set at 14 times the face value at the lower end of the Price Band and 15 times the face value at the higher end. Qualitative factors considered include an integrated business model, expanding customer base and market reach, and design-led manufacturing capabilities. This section provides various financial metrics and certifications related to the company's performance and valuation. It details definitions for Basic and Diluted Earnings Per Share (EPS), the face value of equity shares, and the Price Earnings Ratio (P/E) within a specific price band. Furthermore, it presents Return on Net Worth (RoNW) figures for different fiscal years, along with definitions for weighted averages used in calculations. The section also includes Net Asset Value (NAV) per equity share and a comparison of the company's metrics against listed industry peers. This section primarily defines several key financial and operational metrics used by the company. It outlines calculations for capital employed, debt-equity ratio, net working capital days, inventory days, debtor days, creditor days, gold processed, and the sale of LGD jewellery. It also provides explanations for various Key Performance Indicators (KPIs) related to revenue, profitability, and operational efficiency. This section details the weighted average cost of acquisition (WACA) for equity shares and secondary sales/acquisitions of equity or convertible securities. It outlines specific transactions involving various parties over an eighteen-month period, including the date of transfer, the transferring party, the transferee, the number of shares transferred, the face value, the price per equity shares, the adjusted transfer price, and the total consideration in millions of rupees. The section details various corporate actions, including a bonus equity share issuance and a subsequent subdivision of equity shares. It also provides explanations for the issue price relative to the weighted average cost of acquisition, supported by key performance indicators and financial ratios. The text further outlines several aspects of the company's business model, such as its integrated B2B and D2C approach, expansion of the customer base, design-led manufacturing capabilities, consistent growth in revenue and profitability, and the favorable industry outlook.

This section primarily discusses the definition and criteria for identifying 'Group Companies' under SEBI ICDR Regulations, including related party transactions. It details the process for classifying certain companies as group companies based on transactions exceeding 10% of the company's revenue from operations. Furthermore, it outlines various disclosures regarding the relationship between the company and its group companies, including aspects related to business interests, litigation, and the utilization of issue proceeds.

This section details the process by which Restated Consolidated Financial Information was compiled, including the sources used and the reliance placed on prior auditors' reports. The financial statements were prepared in accordance with Indian Accounting Standards (Ind AS) and various provisions of the Companies Act and ICDR Regulations. The report clarifies that the financial statements may not be suitable for other purposes and outlines the reliance on previous auditors' reports for certain financial statements.

This section presents the restated consolidated financial information for Nityas Gems and Jewellery Limited, including the Statement of Assets and Liabilities, Profit and Loss, and Cash Flows, for the years ending March 31, 2026, 2025, and 2024. The Balance Sheet shows various components of equity and liabilities, while the Profit and Loss statement details revenues, expenses, and profit/loss figures. The Cash Flow statement details cash movements from operating, investing, and financing activities.

This section presents the Restated Consolidated Statement of Cash Flows for Nityas Gems and Jewellery Limited, detailing movements in borrowings, cash flows, and non-cash changes across three fiscal years ending March 31, 2026, March 31, 2025, and March 31, 2024. The data includes details on cash and cash equivalents, lease liabilities, and various financing activities. The document also provides group information and the basis for preparing the restated financial information for an IPO.

The financial information presented in the DRHP has been restated for March 2026, March 2025, and March 2024, and is collectively referred to as the Restated Consolidated Financial Information. This information has been compiled to comply with various regulations, including sections of the Companies Act, the ICDR Regulations, and guidance from the ICAI. The financial statements are based on audited special purpose financial statements from the Group and the Parent Company for the respective periods. The Group has transitioned to Ind AS during the year ended March 31, 2026, and will prepare its first complete Ind AS financials for that year. The accounting policies are applied consistently across all periods, with changes only permitted where required by Ind AS 101. The financial information is presented in Indian Rupee (Rs.), and amounts are rounded to the nearest million with two decimals, with amounts less than Rs. 5,000 reported as Rs. 0.00.

This section details various accounting policies and judgments related to financial reporting, including income taxes, provisions, leases, asset depreciation, credit loss impairment, defined benefit plans, and intangible assets. It outlines management's judgment in assessing tax positions, contingent liabilities, lease terms, asset useful lives, credit risk models, and fair value measurements for financial instruments. Furthermore, it specifies criteria for classifying assets and liabilities as current or non-current, details for measuring property, plant, and equipment, intangible assets, and inventories.

This section details the accounting treatments for various financial instruments, including the classification and subsequent measurement of financial assets and liabilities according to Ind AS 109. It outlines different measurement bases such as amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss (FVTPL), depending on the business model and contractual cash flow characteristics. The text also covers de-recognition criteria for financial assets and liabilities, as well as the recognition and treatment of provisions, contingent assets and liabilities, and income tax expenses.

This section details various accounting treatments related to employee benefits, revenue recognition, finance costs, depreciation, and impairment of assets as per accounting standards. It outlines specific rules for recognizing employee benefits, defining how revenue is recognized based on the transfer of control, and detailing the treatment for various financial instruments and non-financial assets, including impairment testing procedures.

This section details various accounting treatments and disclosures related to financial statements, including earnings per share calculation methods, treatment of exceptional items, lease accounting standards, foreign currency translation policies, and the accounting for property, plant, and equipment. It outlines how lease components are allocated, how lease liabilities are measured, and the recognition of rental income for operating leases. Furthermore, it specifies the translation methods for foreign currency transactions and the treatment of foreign exchange gains and losses.

This section details various notes to the restated consolidated financial information, covering Right-of-use assets, lease liabilities, and intangible assets. It provides breakdowns of additions, deletions, depreciation charges, and finance costs related to these items across different fiscal years. Furthermore, it outlines the contractual maturity of lease liabilities and the treatment of lease agreements, including those for short-term or low-value leases. The notes also cover the carrying value of goodwill, software, trademark, and website assets.

This section details various financial line items and asset/liability balances for Nityas Gems and Jewellery Limited across three reporting periods ending March 31, 2026, March 31, 2025, and March 31, 2024. It includes information on bank deposits, security deposits, inventory details, trade receivables, and other current assets. Specific notes clarify the nature of deposits, such as rent deposits and security deposits, and the treatment of inventory valuation.

This section details various aspects of the financial statements, including the structure of the equity share capital, reconciliation of shares, details of shareholders, and various reserves. It also provides comparative data for different reporting periods and includes notes on non-controlling interests and summarized balance sheet components.

This section details various financial notes related to the financial statements of Nityas Gems and Jewellery Limited, including terms for borrowings, provisions, trade payables, and tax liabilities. It outlines the structure and terms of term loans, details regarding employee benefits provisions, and various outstanding dues such as trade payables and tax liabilities across different fiscal years.

This section details the financial performance of Nityas Gems and Jewellery Limited across three fiscal years, presenting various revenue disaggregations, contract balances, cost of materials, manufacturing expenses, employee benefits, finance costs, depreciation, and other operating expenses. The data is presented in millions of Rupees and shows trends from the year ended March 31, 2024, to March 31, 2026. Key components include sales of products, services, various revenue segments, contract balances, inventory movements, and operational costs.

This section provides notes to the restated consolidated financial information for Nityas Gems and Jewellery Limited, detailing various accounting treatments and financial metrics. It includes tables for payment to auditors, CSR expenditure details, tax expenses, reconciliation of tax expense with profit, and various ageing schedules for trade receivables. The data is presented in millions of Rupees and covers financial years ending March 31, 2026, 2025, and 2024.

This section primarily details various ageing schedules for trade receivables and liabilities, contingent liabilities, and employee benefit plans. It provides data points for different time horizons (e.g., less than 6 months, 1-2 years, etc.) for various categories like undisputed, disputed, and MSME receivables. Furthermore, it outlines contingent liabilities, including claims against the company, employee benefit plans (defined contribution and defined benefit), and various components recognized in the Profit and Loss statement, such as interest income, contributions, and various liabilities.

This section provides various notes related to the financial statements, including actuarial assumptions, sensitivity analysis, related party disclosures, and details on directors and key managerial personals. It details the structure of related parties, including directors, key managerial personals, and subsidiaries, along with various transactions and balances such as investment in equity shares of subsidiaries, unsecured loans, rent deposits, sales/sales returns, purchases, and transactions with related parties. It also outlines director remuneration, rent expenses, salary expenses, and manufacturing/machinery purchases.

This section details various balances and disclosures related to the financial statements of Nityas Gems and Jewellery Limited across different fiscal years. It includes breakdowns of employee dues, unsecured loans, trade payables, investment in equity shares of subsidiaries, and trade receivables. Furthermore, it presents various analytical ratios, including Current Ratio, Debt-Equity Ratio, Debt Service Coverage Ratio, and several turnover ratios, along with explanations for variances in these metrics.

This section presents various financial metrics for Nityas Gems and Jewellery Limited, including performance indicators and capital structure details. It includes data points for revenue, profit margins, and various debt/equity ratios. Furthermore, it details business combinations involving the acquisition of shares in Ratna LGD Private Limited and Ayaani Diamonds and Jewellery Private Limited, including purchase consideration and the resulting goodwill calculation. The data is presented across different reporting periods.

This section provides notes to the restated consolidated financial information for Nityas Gems and Jewellery Limited, detailing various reconciliation figures and additional information required under the Companies Act. It includes breakdowns of financial data for different periods, such as the year ended March 31, 2026, March 31, 2025, and March 31, 2024, presented as percentages of consolidated net assets and profit or loss. Furthermore, it outlines the treatment of financial instruments, including fair value measurement hierarchies.

This section provides notes to the restated consolidated financial information for Nityas Gems and Jewellery Limited, detailing the financial position as of different dates. It presents breakdowns of financial assets and liabilities, including deposits, trade receivables, cash, borrowings, payables, and lease liabilities. The data is presented in millions of Rupees and distinguishes between cost and carrying/fair values for various financial instruments.

This section details the financial risk management policies of Nityas Gems and Jewellery Limited, covering currency, interest rate, and other price risks. It outlines how the group manages exposure to fluctuations in foreign exchange rates, interest rates, and other market prices. The document also specifies procedures for managing credit risk related to trade receivables and other financial assets, including the use of an expected credit loss model for impairment assessment.

This section details various aspects of the company's financial position, including liquidity risk management and the contractual maturities of significant financial liabilities as of March 31, 2025 and 2026. It also covers the transition to Indian Accounting Standards (Ind AS), including the date of transition and the exemptions availed. Furthermore, the text presents a reconciliation of financial statement items between Previous GAAP and Ind AS for the financial years ended March 31, 2025 and 2026.

This section details the reconciliation of financial information from previous GAAP to Ind AS presentation requirements for Nityas Gems and Jewellery Limited. It includes various adjustments related to the transition, such as the effect of Right-of-Use Assets, various expenses, and income components. The text presents detailed breakdowns of income, expenses, and liabilities, along with the resulting profit/loss figures for different periods.

This section details various adjustments made to the financial statements, including the transition from Previous GAAP to Ind AS, the treatment of lease accounting, and the recognition of gratuity liabilities. It outlines how preliminary expenses and gratuity expenses were handled under the new accounting standards, including reversals and reclassifications. Furthermore, it discusses deferred tax adjustments and the treatment of rent deposits related to leases.

Updated since the RHP: This section provides introductory information regarding the availability of restated consolidated financial information and details the methodology for calculating various accounting ratios. It specifies that the financial information is available on a website for compliance purposes and clarifies that the information should not be used as a basis for investment decisions. The text then outlines the calculation methods for Basic EPS, Diluted EPS, Return on Net Worth, Net Asset Value per Share, and EBITDA, along with definitions for terms like average net worth and net worth.

The company faces significant risks due to its heavy reliance on a small number of customers, as a reduction in business from these key clients could materially impact its financial performance. The company's sales are order-driven, meaning there is no guarantee that existing customers will continue placing orders at historical levels or terms. Furthermore, the business model is closely tied to the procurement cycles and strategies of retail chains, making it vulnerable to changes in these areas. Additionally, a substantial portion of the company's revenue originates from a limited number of Indian states, which exposes it to adverse developments in those regions.

The company's revenue is highly concentrated in a few key Indian states, exposing it to region-specific risks such as economic slowdowns, changes in consumer demand, and regulatory actions. Furthermore, the business is working capital intensive, requiring significant funds for inventory and receivables, which creates liquidity risks. The company also faces significant supplier dependency, as a substantial portion of its purchases comes from a limited number of key domestic suppliers, which can lead to supply disruptions or adverse changes in commercial terms.

The company faces risks related to its manufacturing operations due to geographical concentration, which exposes it to various regional and environmental disruptions. The production machinery is subject to risks like breakdowns, accidents, or labor disruptions that could delay production and increase costs. Furthermore, the company is subject to stringent quality requirements, and failures to maintain these standards could lead to product returns, customer loss, and reputational damage. There are also concerns regarding the potential for negative cash flows from operating activities due to working capital deployment and structural mismatches in cash flows. Finally, the company has engaged in related party transactions that warrant scrutiny regarding their potential impact on the financial condition.

The provided section details various relationships and transactions with related parties, including subsidiaries and directors, along with various financial flows. It includes disclosures regarding the treatment of intra-group transactions and outstanding balances with related parties. Furthermore, it includes cautionary statements about potential conflicts of interest arising from related party transactions and notes on the valuation of the issue price relative to industry peers.

The company faced several eligibility requirements under SEBI ICDR Regulations, which were subsequently satisfied after updating the financial information to include Fiscal 2026. While eligibility requirements are now met, there is a warning that the current operating profit level might not be sustained in the future. The business is highly sensitive to discretionary consumer spending, macroeconomic conditions, and shifts in consumer preferences, which could negatively impact demand. Furthermore, the business experiences significant seasonal fluctuations due to festive and wedding demands, which pose risks to sales and profitability during peak periods.

The company faces several risks related to its Direct-to-Consumer (D2C) operations under the Ayaani brand, which involve omnichannel retail, including franchise management and customer-facing obligations like buyback policies. Risks include underperformance of retail stores, issues with franchisee adherence to standards, and potential financial exposure from such policies. Furthermore, the business is exposed to risks from inventory loss due to theft, fraud, or administrative errors. The company's business heavily relies on the availability and price of key raw materials like lab-grown diamonds and gold bullion, making it vulnerable to price volatility and supply disruptions. Finally, the business is dependent on consumer demand, evolving fashion trends, and the ability to maintain design relevance to ensure sales and market acceptance.

The company faces risks related to its financing, as the absence of credit ratings may limit access to debt financing or result in unfavorable terms. There is also a risk concerning the experience of the Directors, as most lack prior experience with listed company board roles, which may cause a learning curve. Furthermore, the company's intellectual property protection is a concern because some designs are not formally registered, potentially exposing the business to unauthorized use. The business is highly exposed to volatility in gold prices, which significantly impact margins and cash flows due to gold's large proportion in raw material costs and the lack of comprehensive hedging mechanisms. Finally, the company's reliance on leased premises creates operational risks, as lease agreements could be terminated or not renewed, potentially leading to business disruption.

The company faces various risks related to insurance coverage, statutory dues, and legal matters. Insurance policies may have exclusions, deductibles, or limitations, meaning losses may not be fully covered, and there is no guarantee of future renewal on acceptable terms. Delays in paying statutory dues could lead to financial penalties. Furthermore, there is a risk of increased scrutiny from regulatory authorities due to non-compliance with statutory payment timelines, which could result in interest, penalties, or reputational damage. The ability to pay dividends is uncertain, depending on future earnings and financing terms. The company is also exposed to counterparty credit risk from customers, and there is a structural mismatch in cash flows due to upfront payments for raw materials. Contingent tax liabilities exist, and outstanding legal proceedings involving the company, subsidiaries, and promoters pose risks to the business and reputation.

The company's business relies heavily on the experience and involvement of its Promoters, Directors, KMP, and senior management, whose loss could negatively impact strategic direction and operational performance. Operations are also dependent on skilled employees, particularly the design team and in-house karigars, for product development and quality control. The industry is competitive for skilled personnel, and the company faces risks related to employee compensation and retention. Furthermore, the business is exposed to risks associated with the storage, handling, transit, and delivery of high-value jewellery, including the potential for theft or damage. The company also has a history of delays and non-compliances with statutory corporate filings, which could lead to regulatory actions.

The company's scale of operations is noted as being lower than industry peers, which may challenge achieving economies of scale and negotiating favorable terms. Key operational metrics, such as inventory days, net working capital days, and creditor days, show comparisons that warrant scrutiny, with higher inventory holding potentially increasing working capital requirements and storage risks. Furthermore, the company's revenue is heavily concentrated in domestic markets, making it vulnerable to domestic market downturns, economic slowdowns, or changes in consumer demand. The business also faces risks related to the limited experience in scaling export operations and the uncertainties associated with expanding into overseas markets. Finally, the company's reliance on borrowings and the potential for default on financing arrangements, including personal guarantees and security over promoter assets, pose significant risks to its liquidity and operations.

The company faces risks related to market competition, dependency on IT systems, marketing execution, inventory management, and operational continuity. Competition in the jewellery market is high and fragmented, involving various players and segments like natural versus lab-grown diamonds. Operations rely heavily on IT systems, which are susceptible to failures, errors, or cyber security breaches. Marketing efforts, both for B2B and D2C segments, face challenges due to evolving digital landscapes and the difficulty of sustaining growth through marketing alone. Inventory management is crucial, as inaccuracies or mismatches between production and demand can lead to stock imbalances, obsolescence, or working capital issues. Furthermore, manufacturing operations are vulnerable to disruptions in the electricity supply, which can impact production schedules and increase costs.

The company faces several risks related to its ability to operate due to the potential inability to implement growth strategies or manage operational expansion, which could negatively impact its business and cash flows. There is a significant risk concerning the timely obtaining and renewal of statutory and regulatory licenses, permits, and approvals, with the possibility of interruptions, penalties, or restrictions on business activities. Furthermore, the company is exposed to risks from changes in laws, regulations, government policies, and regulatory interpretations, which could increase compliance costs or restrict expansion. Ownership concentration among promoters also poses risks, as it may limit the ability of other shareholders to influence corporate actions or change control. Conflicts of interest can arise due to the interests of promoters and directors in other entities, including providing guarantees for borrowings or having interests in the rent against company properties. Finally, reliance on external reports and management estimates for investment decisions carries inherent risks, and the utilization of funds raised from the Issue is based on estimates that may prove inaccurate.

The company faces several risks related to its transition to a publicly listed entity, including increased legal, accounting, and compliance costs, as well as potential difficulties in hiring necessary personnel. There are also macroeconomic risks, such as slowdowns in the Indian economy, volatility in global financial markets, and geopolitical tensions that could impact trade and access to markets. Furthermore, the business is exposed to unpredictable international trade policies, tariffs, and sanctions. Regulatory changes, including those related to tax laws (like GST and new direct tax legislation), create uncertainty regarding future tax liabilities and compliance. There are also risks associated with changes in accounting standards, differences between various accounting principles, and the potential for adverse interpretations of laws. Finally, there are concerns about the enforceability of foreign judgments and potential restrictions on takeovers under Indian law.

The prospectus outlines several risks related to market fluctuations, tax implications, and regulatory changes. Risks include volatility in exchange rates and stock market prices, potential tax liabilities on capital gains, and uncertainty regarding future laws and regulations. Furthermore, there are concerns about the ability to resell shares at the issue price, the potential for dilution from future equity issuances, and risks associated with foreign investment restrictions and changes in shareholder rights under Indian law.

The provided text details the various components and allocations for a recent equity issue, including different categories such as QIB, Non-Institutional, and Retail portions. It specifies the number of equity shares, the corresponding aggregate amounts, and the various allocation rules and restrictions imposed on different bidder types. Furthermore, the text presents a summary of the company's financial information across three fiscal years, including statements of assets, liabilities, and equity.

The company has contingent liabilities related to tax matters currently under dispute, which could potentially impact its financial condition and operational results. These liabilities amount to a significant sum, and the management anticipates a favorable outcome in the ongoing appeal. The total contingent liability is detailed across different fiscal years.

The section primarily asserts the absence of outstanding legal and regulatory issues, including criminal proceedings, actions by statutory or regulatory authorities, and claims related to direct and indirect taxes, as defined in the prospectus. It details a materiality policy for identifying material litigation, which involves thresholds based on turnover, net worth, and profit or loss. Furthermore, it outlines criteria for material outstanding dues to creditors, which are defined as exceeding 5% of total consolidated trade payables.

This section details various approvals obtained by the Company and its Material Subsidiary, covering aspects related to the Issue and ongoing business operations. The Company has obtained necessary approvals from the Board of Directors and shareholders for the Issue, as well as in-principle listing approvals from NSE and BSE. Furthermore, the text lists numerous licenses, registrations, and permits obtained under various central and state legislations, including tax registrations, labour-related approvals, and various operational consents from pollution control boards. Material approvals for the Subsidiary also include incorporation details, tax registrations, labour approvals, and various legal metrology and BIS certifications.

The section details various approvals and compliance confirmations related to the issuance process, including board and shareholder resolutions, in-principle listing approvals from BSE and NSE, and assurances regarding the non-prohibition of the company, its promoters, and directors from accessing capital markets. It also confirms compliance with rules concerning significant beneficial owners and clarifies eligibility for the issue under SEBI ICDR Regulations. Furthermore, the text outlines various disclaimers and responsibilities regarding the draft prospectus and the reliance on external information.

This section primarily details the procedural aspects related to the filing of the Draft Red Herring Prospectus with the NSE and the subsequent requirements for listing and trading of the equity shares. It outlines the conditions under which the company must repay monies received from applicants if listing permissions are not granted within the prescribed timelines. Furthermore, it lists various consents obtained from directors, promoters, and various company officials, as well as expert opinions received from Chartered Accountants and a Chartered Engineer.

The section details the track record of the Book Running Lead Manager, the mechanism for resolving investor grievances, and various compliance aspects related to the issue. It outlines procedures for investors to address issues with the Registrar to the Issue, including timelines for resolution and compensation for delays. Furthermore, it confirms that the company has obtained authentication on SCORES under several SEBI circulars and has appointed a Compliance Officer. The text also clarifies that the company does not have listed group companies or subsidiaries, and it specifies the legal framework governing the issue of equity shares.

This section details various procedural aspects related to the subscription and allotment of Equity Shares, including nomination facilities, withdrawal rights, and the indicative timetable for the Issue. It outlines specific rules regarding the process for receiving bids, the timeline for closing the issue, and penalties or remedies for delays in fund unblocking. Furthermore, it specifies procedures for handling bid revisions, price band modifications, and the consequences of undersubscription, including potential refunds or interest payments.

This section details the structure and eligibility criteria for the issue of equity shares, outlining various allocation provisions under the SEBI ICDR Regulations. It specifies the components of the issue, including the Employee Reservation Portion, and sets limits on how the Net Issue can be allocated to different investor categories such as QIBs, Mutual Funds, and Retail/Individual Bidders. Furthermore, it details rules for allocation to Anchor Investors and the process for handling under-subscription across different investor segments.

This section details various procedural requirements for public issue bids, including rules for joint holders, investor representations, and different payment mechanisms like ASBA and UPI. It outlines rules regarding under-subscription, the use of various investor categories (like QIBs and Anchor Investors), and the reduced timelines for listing due to the UPI Mechanism. Furthermore, it specifies requirements for investor documentation, the handling of investor grievances, and the process for ensuring funds are blocked in investor accounts.

This section details various rules and restrictions concerning who can participate in the Issue, including different categories of investors such as Resident Indians, Non-Residents, Foreign Portfolio Investors (FPIs), Hindu Undivided Families (HUF), and Eligible Employees. It outlines specific requirements for bid forms based on the investor's residency status and advises on the use of UPI mandates for certain bidders. Furthermore, it specifies limits on total holding by NRIs and FPIs under FEMA rules, and clarifies rules regarding the treatment of multiple bids from FPIs.

This section details various compliance requirements and restrictions related to participation in the Issue, categorized by the type of investor bidding. It outlines specific conditions for Bids from different investor categories, such as FPIs, VCFs, AIFs, insurance companies, and banking companies, including documentation requirements and investment limits based on various regulations. Furthermore, it specifies rules for Anchor Investors, including minimum bid sizes and locking-in periods for allotted shares. The section also covers rules for Bids made by QIBs and the general responsibility of bidders to ensure compliance with all applicable laws and regulations.

This section primarily outlines various procedural requirements and restrictions for bidders in the Issue process, covering aspects such as fund blocking, documentation, and adherence to rules regarding various investor categories. It details specific rules for UPI bidders, the submission of documents, and conditions under which bids may be rejected, including issues related to PAN details, bid amounts, and the use of certain bank accounts. It also specifies procedures for handling bids from different investor types and clarifies the process for allotment.

This section details various procedural and legal aspects related to the issuance of equity shares, including the publication of allotment advertisements in various newspapers, the process for signing underwriting agreements, and the subsequent filing of the Red Herring Prospectus with the Registrar of Companies (RoC). It also outlines provisions regarding impersonation liability under the Companies Act, including penalties for fraud involving certain monetary thresholds, and stipulations concerning the dematerialized form of equity share allotment.

This section details various provisions related to the issuance, transfer, and handling of share certificates, including procedures for when certificates are worn out, defaced, or lost, requiring the issuance of new ones. It also outlines rules regarding the recognition of third-party interests in shares and the company's powers concerning commissions. Furthermore, the text covers the company's lien rights over shares, including the application of such liens to dividends and bonuses, and procedures for the sale of shares subject to such liens. Provisions are also detailed concerning calls on shares, including interest accrual for non-payment, and the process for forfeiture of shares due to non-payment.

This section details various provisions related to the company's share capital, including rules for forfeiture, alteration of capital, and the conversion or sub-division of shares. It also outlines procedures for capitalizing profits and the rights of members regarding such capitalization. Furthermore, the text covers provisions for the buy-back of shares, the calling of general meetings, quorum requirements, and the procedures for conducting business at these meetings. Finally, it specifies the composition and powers of the Board of Directors, including director appointments, remuneration, and the delegation of powers to committees.

This section primarily outlines procedural and governance aspects related to the company's operations, including committee meetings, director appointments, dividend declarations, and the handling of company seals. It details various rules concerning the Board's authority over resolutions and financial matters, such as setting aside reserves and the payment of dividends. Furthermore, it covers provisions related to the dematerialization of securities, the rights of depository entities, and the recognition of beneficial owners in various records.

This section details the material contracts and documents that have been entered into or planned for entry by the Company, along with various resolutions and reports related to the issuance process. It lists numerous agreements, certificates, and reports from different parties, including the Registrar of Companies, Statutory Auditors, and various financial and advisory entities. The section also includes declarations affirming compliance with relevant laws and the truthfulness of the statements made in the Draft Red Herring Prospectus.

The provided section consists entirely of declarations from various Non-Executive Directors and a Chief Financial Officer, certifying compliance with various provisions of the Companies Act, 2013, and rules/guidelines issued by the Government of India or the Securities and Exchange Board of India. These declarations affirm that no statement in the Draft Red Herring Prospectus is contrary to these laws, and that all statements made in the prospectus are true and correct.

Updated since the RHP: The section details various aspects of litigation and regulatory proceedings concerning the Company and its subsidiaries. Specifically, a First Information Report (FIR) was registered against the manager of the Jodhpur store and five other staff members for criminal breach of trust, cheating, and criminal conspiracy related to the misappropriation of company inventory. There are no material outstanding civil litigations against the Subsidiaries, and no actions have been taken by regulatory or statutory authorities against the Subsidiaries. Furthermore, there are no outstanding criminal litigations against the Directors, nor are there any pending actions by regulatory and statutory authorities against the Directors.

The company has received in-principle listing approvals from both BSE and NSE for the equity shares. The company and its associated parties have not been prohibited from accessing capital markets or debarred from dealing in securities by SEBI or other regulators. Furthermore, the company has not been declared as Wilful Defaulters or Fraudulent Borrowers, nor have the promoters been declared as fugitive economic offenders. The company is eligible for the issue under Regulation 6(1) of the SEBI ICDR Regulations, and there are compliance confirmations regarding the status of the company with various regulations. The company has also entered into tripartite agreements for the dematerialisation of equity shares.

The section details various disclaimers related to the submission of the Draft Red Herring Prospectus to the NSE and the proposed listing of securities on the BSE and NSE. It outlines conditions regarding the granting of permission to use the Exchange's name and clarifies that such permission does not imply approval by the Exchange. Furthermore, it specifies the procedures for obtaining listing and trading permissions and the consequences if these permissions are not granted within the prescribed timelines. The text also lists various consents obtained from directors, legal counsel, auditors, and other relevant parties, and mentions expert opinions received from Chartered Accountants and a Chartered Engineer.

This section details various aspects related to the issue of equity shares, including the track record of the Book Running Lead Manager, mechanisms for investor grievance redressal, and compliance with regulatory requirements. It outlines procedures for handling grievances related to bid submissions and clarifies the legal framework governing the issue and trading of equity shares. Furthermore, it specifies the terms for the issue, such as the face value, issue price, and price band, and the requirements for allotment in dematerialized form.

This section details various procedural aspects related to the subscription and allotment of Equity Shares, including nomination facilities, withdrawal rights, and the timeline for the issue period. It outlines procedures for handling bid submissions, including different timelines for various bidder categories, and specifies penalties or compensation for delays in fund unblocking. Furthermore, it mentions requirements for filing the prospectus and obtaining listing approvals, as well as rules regarding the number of bidders to ensure allotment and restrictions on the transfer of equity shares.

This section details the structure and eligibility criteria for the issue of equity shares, including the net issue size and the allocation process under various regulations. It specifies the percentage of the post-issue paid-up equity share capital that the issue constitutes, and outlines the rules for allocation to different investor categories such as Employees, QIBs, Non-Institutional Bidders, and Retail Individual Bidders. The text further describes the bidding modes, including the use of the ASBA process and the requirements for bid amounts, as well as the rules for handling undersubscription across different categories.

This section details various procedural requirements and guidelines related to the public issue process, including the use of different payment mechanisms like ASBA and UPI. It outlines rules regarding bidder eligibility, the timing for listing, and the handling of investor grievances. Furthermore, it specifies requirements for providing investor details, such as PAN linkage, and the rules for accepting bid forms, including the necessity of certain details like UPI IDs for eligible bidders.

This section details various requirements and restrictions concerning the participation of different investor categories in the Issue, including the color coding for bid forms based on investor type. It outlines rules regarding the offering of equity shares outside the United States and restrictions on where the shares can be sold. Furthermore, the text specifies procedures for Designated Intermediaries, the role of various banks and the NPCI in the bidding process, and rules concerning various investor types such as Mutual Funds, Eligible Employees, Eligible NRIs, HUFs, and FPIs.

This section details various conditions and restrictions related to different categories of investors participating in the Issue, including rules concerning multiple bids, participation by various investor types such as FPIs, Mutual Funds, Insurance Companies, and Banking Companies. It outlines specific requirements for documentation, such as proof of registration or investment limits, depending on the type of bidder. Furthermore, it specifies procedures for bids made by Anchor Investors and clarifies the responsibilities regarding the submission of bids and the reliance on electronic bidding systems.

This section details various procedural requirements and restrictions for submitting bids, particularly concerning the use of different payment mechanisms, documentation, and investor categories. It outlines rules for UPI bidders, requirements for fund blocking, stipulations regarding the names on bid forms, and conditions related to the PAN details of bidders. Furthermore, it specifies rules for various investor types like QIBs, NIIs, and the handling of bids exceeding certain monetary limits.

The section details various procedural aspects related to the issuance process, including the format of pre-issue advertisements and the agreements signed with the syndicate. It also outlines undertakings by the company concerning the timely completion of formalities, the handling of funds, and the procedures for dealing with issues like refunds or withdrawals. Furthermore, the text discusses restrictions on foreign ownership of Indian securities and the regulatory framework governing foreign investment in Indian companies.

This section details various provisions concerning the issuance, transfer, and handling of share certificates, including rules for when certificates can be issued, how they can be modified, and the rights of various parties concerning these shares. It outlines procedures for dealing with worn-out or damaged certificates, and the company's rights regarding liens on shares. Furthermore, the text covers procedures for making calls on members for unpaid amounts, the consequences of non-payment, and the process for forfeiting shares due to non-compliance with payment obligations.

This section details various procedural aspects related to the company's governance, including the transfer of shares, alteration of capital, and the buy-back of shares. It outlines provisions concerning the capitalization of profits and the powers of the Board of Directors. Furthermore, it covers rules for conducting general meetings, including quorum requirements and the process for calling extraordinary general meetings. The text also specifies rules regarding voting rights, proxy appointments, and the conduct of the Board's proceedings.

This section details various procedural and governance aspects related to the company's operations, including board and committee meetings, director appointments, dividend declarations, and accounting procedures. It outlines rules concerning the custody of the company seal and the payment of dividends, including provisions for reserves and carry-forward profits. Furthermore, the text covers aspects of securities dematerialization, including the rights of depositories and beneficial owners, and provisions related to the lock-in of pledged shares.

This section details various material contracts and documents that were filed with the RoC, along with resolutions passed by the Board and Shareholders concerning the issuance process. It lists numerous agreements, resolutions, and reports, including those related to the company's incorporation, the appointment of key managerial personnel, and approvals for the Draft and Abridged Prospectuses. Furthermore, it includes various certificates and reports from Statutory Auditors concerning financial information, key performance indicators, related party transactions, and other aspects of the company's operations and financial standing.

This section primarily consists of multiple declarations from various directors and officers certifying compliance with relevant laws and regulations. The declarations confirm that all relevant provisions of the Companies Act, 2013, and rules/guidelines issued by the Government of India or the Securities and Exchange Board of India have been complied with. Furthermore, they certify that no statement in the Prospectus contradicts the provisions of various acts and rules.

This section summarizes various related party transactions between the Company and related parties for the fiscal years 2026, 2025, and 2024. The disclosed transactions include unsecured loans taken and repaid by directors, rent deposits, sales/sales returns, and various financial dealings with subsidiaries and other entities. The disclosures detail the nature, amount, and percentage of revenue impact for these relationships across the three fiscal periods.

This section details various related party transactions categorized by their nature and the counterparty, with financial data presented for different reporting periods. The disclosed transactions include various loans, investments in equity shares of subsidiaries, trade payables, trade receivables, and rent deposits. Specific relationships are noted for directors, company secretaries, and other entities, with some relationships having effective dates for appointments or resignations. Notes clarify that intra-group balances have been eliminated in the consolidated statements, and a subsidiary was no longer considered material based on updated financial information.

The management section highlights significant dependencies on key personnel, including Promoters, Directors, Key Managerial Personnel (KMP), and senior management, for the company's operations and strategic direction. The business is heavily reliant on the experience of these individuals in design oversight, manufacturing coordination, quality control, and strategic decision-making. Furthermore, the business is dependent on the skilled workforce, especially designers and in-house karigars, for product development and manufacturing. The company also faces risks related to employee attrition, which has increased significantly, and potential issues with statutory filings and regulatory compliance.

The company maintains insurance policies for its stock and goods in transit, but these policies may not cover consequential losses like business interruption or reputational harm. The company's scale of operations is noted as being lower than certain industry peers, which may challenge economies of scale and competitive positioning. Furthermore, inventory holding periods, net working capital days, and creditor days are compared against industry peers, with some metrics showing higher levels, which could increase working capital requirements. Revenues are heavily dependent on the domestic market, and the company's ability to expand into export markets is subject to various risks. The company has incurred significant borrowings, and any inability to comply with repayment obligations or financing covenants could negatively impact its operations and cash flows.

The company faces several risks related to consumer demand, including potential declines in demand for jewellery across various segments, which could negatively impact order volumes. The business is exposed to competition in a fragmented market, where inability to compete on pricing, design, and quality could lead to market share loss. Furthermore, the business relies heavily on information technology systems, and any disruption to these systems could interrupt operations. Marketing efforts, both for B2B and D2C, are also subject to risks, and inventory management processes carry the potential for mismatches between production and actual demand.

The management outlines several risks associated with the company's growth strategy, including the uncertainty of achieving increased order volumes or sustained customer relationships. Risks are also highlighted concerning the execution of D2C operations, scaling retail networks, and the ability to innovate to meet changing consumer preferences. Furthermore, the strategy to augment working capital resources faces risks related to deployment delays or inefficiencies. The company also notes that marketing initiatives may not translate into the anticipated customer acquisition or revenue growth. There are concerns regarding the limited experience in international markets for export opportunities, and the overall implementation of strategies may strain management, operational, and financial resources. Finally, there is a lack of assurance that past initiatives will successfully deliver the anticipated benefits.

The management section discusses various risks related to internal controls, financial reserves, regulatory changes, macroeconomic conditions, and legal uncertainties. The company emphasizes its responsibility to maintain internal controls to prevent fraud, noting that human error can impact financial reporting. Concerns are raised regarding the impact of bonus issuances on liquidity due to insufficient reserves. Furthermore, the text details the strain of being a publicly listed company regarding compliance costs and the potential need to recruit specialized personnel. Risks also encompass adverse macroeconomic conditions, geopolitical tensions, trade disputes, and changes in laws and regulations, including those related to tax laws and labor codes. Finally, the section addresses the potential impact of changes in India's sovereign credit rating and the difficulty investors may face in enforcing foreign judgments against the company.

This section discusses various regulatory and market factors that can influence the trading and listing of the company's equity shares. It details that the issue price may not reflect the market price after listing, and various factors, including operational results, analyst expectations, and market trends, can cause fluctuations in the stock price. Furthermore, it covers tax implications for investors, the potential impact of new laws, and restrictions on the ability of investors to sell shares. The text also addresses issues related to foreign investment restrictions and the potential for surveillance measures by stock exchanges.

This section primarily details the various portions of equity share issues, including employee reservations, QIB portions, Non-Institutional portions, and Retail portions, outlining how the total issue is structured. It specifies rules for reserving shares for different investor categories, such as domestic Mutual Funds and Life Insurance Companies, and sets limits on allocations for various bidder application sizes. The text also mentions the pre-issue and post-issue equity share counts and provides notes regarding the authorization of the issue and the rules for dealing with under-subscription.

The provided text details the financial performance and cash flow statements for the fiscal years 2026, 2025, and 2024. It shows various components of the profit and loss, including revenue, expenses, and resulting profits, as well as the cash flows from operating, investing, and financing activities. Furthermore, the document summarizes contingent liabilities, specifically tax matters under dispute, noting that the management believes the parent company has a strong case on merits regarding an appeal.

This section details various related party transactions, including unsecured loans, rent deposits, sales/returns, and purchases with different parties. It also outlines transactions involving subsidiaries and entities where the company has significant influence. Furthermore, the section covers director remuneration, various expenses, and investment in equity shares of subsidiaries. It also provides notes clarifying aspects of related party disclosures, such as the treatment of gratuity provisioning and intra-group transactions.

This section details various relationships and transactions as of different dates, including director appointments and financial flows. It lists several individuals such as Nilesh G Panchani and Rajnikant Lallubhai Chanchad, along with their roles and associated balances. The text also mentions the status of certain subsidiaries and notes regarding intra-group balances and related party transactions.

Updated since the RHP: The company's Board of Directors comprises six individuals, including one Chairman and Managing Director, one Woman Executive Director, one Non-Executive Director, and three Non-Executive Independent Directors, one of whom is a Woman Non-Executive Independent Director. The company affirms compliance with corporate governance laws regarding the composition of the Board and its committees. This section details various confirmations and disclosures related to the company's directors and board structure. It includes authorizations for borrowing funds, confirmations that no directors have been declared as willful defaulters or fugitive economic offenders, and stipulations regarding conflicts of interest concerning directors' involvement with other entities. Furthermore, it addresses the history of directors being associated with struck-off companies within the last three years. The management structure includes key managerial personnel and senior management personnel, with specific details provided for each role. Manvi Meet Shah is the Company Secretary and Compliance Officer, and Denish Bharatbhai Kalyanpremchandwala is the Chief Financial Officer. Other senior management personnel include Monpara Raj Dineshbhai as the Head of Sales, Gajera Hitesh Babubhai as the Head of Administration, and Dharmeshbhai Savjibhai Katrodiya as the Head of Production. All Key Managerial Personnel and Senior Management are permanent employees of the Company.

The text discusses contingent liabilities arising from tax proceedings under the Income Tax Act, 1961, for which appeals have been filed and are pending adjudication. The company may be required to pay disputed amounts, interest, and penalties, which could negatively affect financial condition, cash flows, and operating results. Furthermore, there are outstanding legal proceedings involving the company, its subsidiaries, and the promoters, which are pending before various courts, tribunals, and enquiry officers.

Updated since the RHP: This section details various compliance and relationship disclosures concerning the company's promoters. It addresses the company's property acquisitions, interest in other firms, guarantees given to third parties, and payments made to the promoters. The text confirms that the promoters have not given material guarantees for equity shares, have not received payments from the promoters or their group, and are in compliance with certain regulatory rules. Furthermore, it lists entities from which the promoters have disassociated and confirms that they have not been declared as wilful defaulters or involved in violations of securities laws.