BlueStone Jewellery and Lifestyle Limited - IPO

1. We have not generated any profits since inception. We have experienced loss of Rs. 2,218.37 million, Rs. 1,422.36 million and Rs. 1,672.44 million in Fiscal 2025, 2024 and 2023, respectively and had negative total equity of Rs. 718.26 million in Fiscal 2023. Any loss or negative total equity in future periods could adversely affect our operations, financial conditions, and the trading price of our Equity Shares.

2. There have been certain instances of non-compliances, including with respect to certain secretarial/ regulatory filings for corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and penalties for any such non-compliance and our business, financial condition and reputation may be adversely affected.

3. Our Repeat Revenue Ratio (defined as revenue generated by sales to repeat customers, i.e., customers who place an order more than once at any time previously) was 44.61%, 39.83% and 34.67% in Fiscal 2025, 2024 and 2023, respectively. If we fail to convert existing customers into repeat customers or acquire new customers or fail to do so in a cost-effective manner, we may not be able to increase revenue or maintain profitability. Further, if we fail maintain Average Order Value levels, which was Rs. 47,671.26, Rs. 41,204.71 and Rs. 32,038.38 in Fiscal 2025, 2024 and 2023, respectively, we may not be able to sustain our revenue base and margins, which would have a material adverse effect on our business and results of operations.

4. We purchase and manufacture inventory in anticipation of sales. Our inventory was Rs. 16,525.47 million, Rs. 9,912.21 million and Rs. 3,953.17 million as of March 31, 2025, 2024 and 2023, respectively. If we fail to manage our inventory effectively, our business and results of operations could be adversely affected.

5. Our Promoter, Gaurav Singh Kushwaha, has pledged certain of his Equity Shares with certain lenders. Any exercise of such pledge by the lender could dilute his shareholding, which may adversely affect our business and future prospectus.

6. We have witnessed negative cash flows used in operating activities in Fiscal 2025 and 2024 amounting to Rs. 6,658.28 million and Rs. 1,811.64 million, respectively. Any negative cash flows in the future would adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and our financial condition.

7. Our Company will not receive any proceeds from the Offer for Sale.

8. Our Statutory Auditors have included certain emphasis of matters in their examination report.

9. The seasonality of our business affects our quarterly results and places an increased strain on our operations.

10. Under-utilization of our existing manufacturing facilities and an inability to effectively utilize our manufacturing capacities could have an adverse effect on our business, future prospects, and future financial performance.