Your directors are pleased to present the 14^th Annual Report of the Company, along with the Audited Financial
Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS/FINANCIAL SUMMARY:

(INR in millions)

2.    STATE OF THE COMPANY'S AFFAIRS/
OPERATION REVIEW:

During the financial year under review on a
standalone basis, the Company achieved revenue
from operations amounting to ' 17,700.02 million, a
significant increase from ' 12,658.39 million in the
previous year. Other income also saw a rise, reaching
' 599.18 million compared to ' 376.52 million in the
previous financial year. Total expenses for the year
were ' 20,491.35 million, up from ' 14,457.27 million in
the previous financial year. As a result, the Company
recorded a loss of ' 2,192.15 million, as compared to
loss of ' 1,422.36 million in the previous financial year.

3.    DIVIDEND AND DIVIDEND POLICY:

Considering the loss incurred in the current financial
year, your Directors have not recommended any
dividend for the financial year under review.

In terms of the Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements)

Regulations, 2015, the Board of Directors approved
and adopted Dividend Distribution Policy of
the Company setting out the parameters and
circumstances that will be taken into account by the
Board in determining the distribution of dividend to
the shareholders and/or retaining the profits earned
by the Company. The Policy is annexed to this Report
as Annexure -1 and is also available on the website of
the Company at the weblink: “https://www.bluestone.
com/investor-relations.html#governance” under the
tab

“Governance -> Company Policies”

https://kinclimg1.bluestone.com/static/ir/plcs/
Bluestone Dividend Distribution Policy.pdf

4. TRANSFER TO RESERVES:

In view of loss incurred during the year under review,
the Board of Directors has not recommended
transfer of any amount to reserves.

5.    CHANGE IN NATURE OF BUSINESS:

During the year under report, there were no changes
in the general nature of the business of your
Company.

6.    DETAILS OF UTILIZATION OF FUNDS
RAISED THROUGH PREFERENTIAL
ALLOTMENT OR QUALIFIED INSTITUTIONS
PLACEMENT AS SPECIFIED UNDER
REGULATION 32 (7A):

Not applicable, since the Company was not a ‘listed
company’ for the period under review.

Please note that the Company undertook its Initial
Public Offer (IPO) for ' 15,40,64,95,566/- consisting of
29,799,798/- Equity shares at issue price of ' 517/- each
and got its shares listed on both the stock exchanges

i.e. BSE Limited and National Stock Exchange of India
Limited on August 19, 2025. The IPO involved a fresh
issue of 15,860,735 Equity Shares of face value INR 1
each and an offer for sale of 13,939,063 Equity shares
of face value of INR 1 each.

The funds raised through IPO do not fall under the
financial year under review.

7.    REVISION OF FINANCIAL STATEMENT:

According to Secretarial Standard-4, if a company
revises its financial statements or reports for any
of the three preceding financial years - whether
voluntarily or as directed by a judicial authority - the
detailed reasons for such revisions must be disclosed
in both the report for the current year and the report
for the relevant financial year in which the revision
occurred.

For your Company, there were no revisions to the
financial statements in any of the three preceding
financial years.

8.    SHARE CAPITAL:

a) Capital Structure of the Company as on
March 31, 2025:

As on March 31, 2025, the authorised share capital of
the Company is ' 45,05,00,000/- (Rupees Forty-Five
Crores Five Lakhs Only) divided into:

i.    16,82,90,700 (Sixteen Crore Eighty-Two Lakhs
Ninety Thousand Seven Hundred) Equity Shares
of Re. 1/- (Rupee One Only) each aggregating to
' 16,82,90,700/- (Rupees Sixteen Crore Eighty-
Two Lakhs Ninety Thousand Seven Hundred
Only);

ii.    6,09,594 (Six Lakh Nine Thousand Five Hundred
Ninety-Four) Series A Preference Shares of
' 10/- (Rupee Ten Only) each aggregating to
' 60,95,940 (Rupees Sixty Lakhs Ninety Five
Thousand Nine Hundred Forty Only);

iii.    1,86,982 (One Lakh and Eighty-Six Thousand Nine
Hundred Eighty-Two) Series B Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating to
' 18,69,820/- (Rupees Eighteen Lakhs Sixty-Nine
Thousand Eight Hundred Twenty Only);

iv.    88,624 (Eighty-Eight Thousand Six Hundred
Twenty-Four) Series B1 Preference Shares of
' 10/- (Rupees Ten Only) each aggregating to
' 8,86,240/- (Rupees Eight Lakhs Eighty-Six
Thousand Two Hundred Forty Only);

v.    13,39,659 (Thirteen Lakhs Thirty-Nine Thousand
Six Hundred and Fifty-Nine) Series B2
Preference Shares of ' 10/- (Rupees Ten Only)
each aggregating to ' 1,33,96,590/- (Rupees One
Crore Thirty-Three Lakhs Ninety-Six Thousand
Five Hundred Ninety Only);

vi.    1,28,207 (One Lakh Twenty-Eight Thousand Two
Hundred and Seven) Series B3 Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating to
' 12,82,070/- (Rupees Twelve Lakhs Eighty-Two
Thousand Seventy Only);

vii.    14,17,252 (Fourteen Lakhs Seventeen Thousand
Two Hundred Fifty-Two) Series C Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 1,41,72,520/- (Rupees One Crore
Forty-One Lakhs Seventy-Two Thousand Five
Hundred Twenty Only);

viii.    19,80,112 (Nineteen Lakhs Eighty Thousand One
Hundred Twelve) Series D Preference Shares of
' 10/- (Rupees Ten Only) each aggregating to
' 1,98,01,120/- (Rupees One Crore Ninety-Eight
Lakhs One Thousand One Hundred Twenty
Only);

ix.    6,25,000 (Six Lakhs Twenty-Five Thousand)
Series D1 Preference Shares of ' 10/- (Rupees Ten
Only) each aggregating to ' 62,50,000/- (Rupees
Sixty-Two Lakhs Fifty Thousand Only);

x.    6,00,000 (Six Lakhs) Series D2 Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating to
' 60,00,000/- (Rupees Sixty Lakhs Only);

xi.    3,00,000 (Three Lakhs) Series D3 Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 30,00,000/- (Rupees Thirty
Lakhs Only);

xii.    1,69,122 (One Lakh Sixty-Nine Thousand One
Hundred Twenty Two) Series E Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating to
' 16,91,220/- (Rupees Sixteen Lakhs Ninety-One
Thousand Two Hundred Twenty Only):

xiii.    7,292 (Seven Thousand Two Hundred Ninety-Two)
Series E1 Optionally Convertible Redeemable
Preference Shares of ' 10/- (Rupees Ten Only)

each aggregating to ' 72,9201- (Rupees Seventy-
Two Thousand Nine Hundred Twenty Only);

xiv.    3,95,840 (Three Lakhs Ninety-Five Thousand
Eight Hundred Forty) Series E2 Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating to
' 39,58,400/- (Rupees Thirty-Nine Lakhs Fifty-
Eight Thousand Four Hundred Only);

xv.    3,23,246 (Three Lakhs Twenty-Three Thousand
Two Hundred Forty-Six) Series F Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 32,32,460/- (Rupees Thirty-Two

xvi.    1,90,00,000 (One Crores Ninety Lakhs) Series G
Preference Shares of ' 10/- (Rupees Ten Only)
each aggregating to ' 19,00,00,000/- (Rupees
Nineteen Crores Only).

xvii.    1,05,00,000 (One Crore Five Lakh) Series H
Preference Shares of Re. 1/- (Rupee One only)
each aggregating to '1,05,00,000/- (Rupees One
Crores Five Lakhs Only).”

Further, following corporate actions were undertaken during the year in relation to Authorized
Share Capital:

The issued, subscribed and paid-up share capital of
the Company as on 31^st March, 2025 is ' 29,65,58,702/-
(Rupees Twenty-Nine Crores Sixty Five Lakhs Fifty
Eight Thousand Seven Hundred Two Only) divided
into:

i.    3,52,35,000 (Three Crores Fifty Two Lakhs Thirty
Five Thousand) Equity Shares of ' 1/- (Rupee One)
each aggregating to ' 3,52,35,000 (Rupees Three
Crores Fifty Two Lakhs Thirty Five Thousand);

ii.    6,09,594 (Six Lakhs Nine Thousand Five Hundred
and Ninety-Four) Series A Preference Shares of
' 10/- (Rupees Ten Only) each aggregating to
' 60,95,940/- (Rupees Sixty Lakhs Ninety-Five
Thousand Nine Hundred and Forty Only);

iii.    1,86,982 (One Lakhs Eighty-Six Thousand Nine
Hundred and Eighty-Two) Series B Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 18,69,820/- (Rupees Eighteen
Lakhs Sixty-Nine Thousand Eight Hundred and
Twenty Only);

iv.    88,624 (Eighty-Eight Thousand Six Hundred
and Twenty-Four) Series B1 Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating
to ' 8,86,240/- (Rupees Eight Lakhs Eighty-Six
Thousand Two Hundred and Forty Only);

v.    13,39,659 (Thirteen Lakhs Thirty-Nine Thousand
Six Hundred and Fifty-Nine) Series B2
Preference Shares of ' 10/- (Rupees Ten Only)
each aggregating to ' 1,33,96,590/- (Rupees One

Crore Thirty-Three Lakhs Ninety-Six Thousand
Five Hundred and Ninety Only);

vi.    1,28,207 (One Lakh Twenty-Eight Thousand Two
Hundred and Seven) Series B3 Preference Shares
of ' 10/- (Rupees Ten Only) each aggregating to
' 12,82,070/- (Rupees Twelve Lakhs Eighty-Two
Thousand Seventy Only);

vii.    14,17,252 (Fourteen Lakhs Seventeen Thousand
Two Hundred and Fifty-Two) Series C Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 1,41,72,520/- (Rupees One Crore
Forty-One Lakhs Seventy-Two Thousand Five
Hundred and Twenty Only);

viii.    19,40,933 (Nineteen Lakhs Forty Thousand
Nine Hundred and Thirty-Three) Series D
Preference Shares of ' 10/- (Rupees Ten Only)
each aggregating to ' 1,94,09,330/- (Rupees One
Crore Ninety-Four Lakhs Nine Thousand Three
Hundred and Thirty Only);

ix.    4,16,865 (Four Lakhs Sixteen Thousand Eight
Hundred and Sixty-Five) Series D1 Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 41,68,650/- (Rupees Forty-One
Lakhs Sixty-Eight Thousand Six Hundred and
Fifty Only);

x.    3,59,257 (Three Lakhs Fifty-Nine Thousand Two
Hundred and Fifty-Seven) Series D2 Preference
Shares of INR10/- (Rupees Ten Only) each
aggregating to ' 35,92,570/- (Rupees Thirty-Five

xi.    1,10,754 (One Lakhs Ten Thousand Seven
Hundred and Fifty-Four) Series D3 Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 11,07,540/- (Rupees Eleven
Lakhs Seven Thousand Five Hundred and Forty
Only);

xii.    1,69,122 (One Lakhs Sixty-Nine Thousand One
Hundred and Twenty-Two) Series E Preference
Shares of ' 10/- (Rupees Ten Only) each
aggregating to ' 16,91,220/- (Rupees Sixteen
Lakhs Ninety-One Thousand Two Hundred and
Twenty Only);

xiii.    3,95,836 (Three Lakhs Ninety-Five Thousand
Eight Hundred and Thirty-Six) Series E2
Preference Shares of ' 10/- (Rupees Ten Only)
each aggregating to ' 39,58,360/- (Rupees

Thirty-Nine Lakhs Fifty-Eight Thousand Three
Hundred Sixty Only);

xiv.    250,658 (Two Lakhs Fifty Thousand Six Hundred
Fifty-Eight) Series F Preference Shares of
' 10/- (Rupees Ten Only) each aggregating to
' 25,06,580/- (Rupees Twenty-Five Lakhs Six
Thousand Five Hundred Eighty Only).

xv.    1,76,80,565 (One Crores Seventy Six Lakhs Eighty
Thousand Five Hundred Sixty Five) Series G
Preference Shares of ' 10/- (Rupees Ten Only)
each aggregating to ' 17,68,05,650/- (Rupees
Seventeen Crores Sixty-Eight Lakhs Five
Thousand Six Hundred and Fifty Only).

xvi.    1,03,80,622 (One Crores Three Lakhs Eighty
Thousand Six Hundred Twenty Two) Series H
Preference Shares of ' 1/- (Rupee One Only) each
aggregating to ' 1,03,80,622 (Rupees One Crores
Three Lakhs Eighty Thousand Six Hundred
Twenty Two Only).

Further, following corporate actions were undertaken during the year in relation to issued,
subscribed and paid-up share capital:

5. Issue and Allotment of Series H Compulsorily Convertible Preference Shares:

The Company has issued and allotted 1,03,80,622 Series H Compulsorily Convertible Preference
Shares (CCPS) of ' 1/- (Indian Rupee One Only) at a premium of ' 577/- (Rupees Five Hundred Seventy
Seven Only) to investors of the Series H funding round each through private placement in one or
more tranches with the approval of the shareholders at the Annual General Meeting (“AGM”) held
on August 21, 2024 in one or more tranches, the details are as below:

(j) Employee wise details of options granted to:

i. Key Managerial Personnel/Senior Managerial Personnel:

ii.    Any other employee who receives a grant of options in any one year of option amounting to five
percent or more of options granted during that year: NA

iii.    Identified employees who were granted option, during any one year, equal to or exceeding one
percent of the issued capital (excluding outstanding warrants and conversions) of the Company at
the time of grant: NA

c)    Surrender of ESOP

None of the ESOPs shares are surrendered and returned back to the ESOP pool.

d)    Issue of Sweat Equity Share

The Company has not issued any sweat equity shares during the year under review.

e)    Buy back of Shares

The Company has not bought back any of its securities during the year under review.

f)    Issue of Shares with differential rights

The Company has not issued any shares with differential rights during the year under review.

g)    Registrar & Share Transfer Agent

KFin Technologies Limited was the Registrar & Transfer Agent (RTA) as on 31^st March, 2025.

The Company had granted ESOPs options during the financial year 2024-25. Disclosure as required under
Regulation 14 of the SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014 and Part-F of Schedule I to the SEBI (Share Based
Employee Benefits & Sweat Equity) Regulations, 2021 are as under:

(II)    Method used to account for ESOS - Intrinsic or fair value.

The Company has recognized compensation cost using fair value method of accounting. The Company has
recognized stock option compensation cost of INR 512.39 million in the statement of profit and loss for the
financial year 2024-25.

(III)    Where the company opts for expensing of the options using the intrinsic value of the options, the
difference between the employee compensation cost so computed and the employee compensation
cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The
impact of this difference on profits and on EPS of the company shall also be disclosed.

The Company accounted for employee compensation cost on the basis of fair value of the options.

Employee wise details of options granted during the year:

A Certificate obtained from M/s. Kalaivani. S, Company Secretary, Secretarial Auditors of the Company for the
financial year 2024-2025 with respect to the implementation of BLUESTONE JEWELLERY AND LIFESTYLE
LIMITED Employee Stock Option Plan 2014 would be placed before the members at the ensuing Annual
General Meeting of the Company and a copy of the same shall be available for inspection at the registered
office of the Company.

Information as required under Regulation 14 read with Part F of Schedule I of the SBEB Regulations 2021 has
been uploaded on the Company’s website and can be accessed at the Web-link:

Web Link: https://kinclimg1.bluestone.com/static/ir/rfd/Table-F v1.pdf

c) Disclosure of Shares held in suspense account in terms of Regulation 39 read with Clause
F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015

d) Listing with the stock exchanges

The Company’s equity shares are listed on the BSE Limited (BSE), and the National Stock Exchange of India
Limited (NSE) (collectively, the "Stock Exchanges”).

Applicable annual listing fees for the year 2025-26 have been paid to all the stock exchanges.

9. DISCLOSURE REGARDING NON-CONVERTIBLE DEBENTURES (NCDS) ISSUED BY THE
COMPANY THROUGH PRIVATE PLACEMENT BASIS:

During the year, disclosure regarding Non-Convertible Debentures (NCDS) issued by the Company through
private placement basis for the year 2024-2025 are as follows:

10. MATERIAL EVENTS AFTER END OF FINANCIAL YEAR:

The Company has converted all series of the 3,54,74,930 Compulsory Convertible Preference shares ("CCPS")
into 100,224,637 Equity shares of the Company on July 04, 2025, in accordance with the terms of issuance and
applicable regulatory provisions of the Companies Act, 2013.

The Company has filed Updated Draft Red Herring Prospectus ("UDRHP”) with Securities and Exchange Board
of India ("SEBI”), BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”) for the purpose of
Initial Public offer on July 18, 2025.

The Company has filed Red Herring Prospectus ("RHP”) with Securities and Exchange Board of India ("SEBI”),
BSE Limited ("BSE”) and National Stock Exchange of India Limited ("NSE”) for the purpose of Initial Public offer
on August 05, 2025.

The Company has filed Prospectus with Securities and Exchange Board of India ("SEBI”), BSE Limited ("BSE”)
and National Stock Exchange of India Limited ("NSE”) for the purpose of Initial Public offer on August 14, 2025.

A copy of the Red Herring Prospectus and the Prospectus are filed ROC for filing, in accordance with Section
26(4) and 32 of the Companies Act, 2013.

The Company received Listing and Trading Approval from BSE Limited and National Stock Exchange Limited
on August 18, 2025.

The Company successfully completed its Initial Public Offering (IPO) and, in August 14, 2025, which involved
a fresh issue of 15,860,735 Equity Shares of face value of P 1 each an offer for sale of 13,939,063 Equity Shares of
face value of P 1 each.

Subsequent to the IPO, the Equity Shares of the Company were listed on the National Stock Exchange of India
Limited (NSE) and BSE Limited (BSE) with effect from August 19, 2025.

Pursuant to the IPO, the paid-up share capital of the Company increased to P 15,13,20,372/- comprising P
15,13,20,372 equity shares of P1/- each.

This Annual Report is re adopted and re approved at the Board meeting held on September 04, 2025 post
listing with a view to present the Annual Report to the shareholders of the Company to provide full disclosures
and transparent information even though the shares of the Company were not listed as on 31^st March 2025.
The information which was not applicable to the Company being unlisted during the financial year has been
mentioned accordingly. Directors have tried to maintain coherence in disclosures and flow of the information
by clubbing required information topic-wise and thus certain information which is required in Directors’
Report is clubbed elsewhere and has to be read as a part of Directors’ Report.

11.    DEPOSITS:

The Company has not invited, accepted, or renewed any deposits from the public within the meaning of
the Chapter V of under the Companies Act, 2013 and rules thereunder. There are no unpaid or unclaimed
deposits as the end of the financial year 2024-2025. Further, no amount of principal or interest on deposit was
outstanding as at the end of the year under report and there has been no default in repayment thereof.

12.    SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has the following subsidiary and associate companies:

Highlights & Significant Subsidiary, Joint Ventures/ Associates are as under:

Ethereal House Private Limited:

The performance of the Company for the financial year ended 31^st March, 2025 is summarized as below:

Redefine Fashion Private Limited:

The performance of the Company for the financial year ended 31^st March, 2025 is summarized as below:

A Statement containing salient features of the financial statement and related information of the subsidiary
and associates in the prescribed format Form AOC - 1 pursuant to first proviso to sub- section (3) of Section 129
read with Rule 5 of Companies (Accounts) Rules, 2014 is appended as ANNEXURE - 2 to the Board’s Report.

The Company does not have any joint venture companies during the year under review.

During the year under review, no entity has ceased to be a subsidiary, joint venture or associate of the Company.

13.COMPOSITION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Since the last report, following changes took place in the Board of Directors and Key Managerial Personnel.
The directors and key managerial personnel were as follows:

During the year under review following were the changes in the composition of directors and key managerial

personnel:

* Mr. Rohit Bhasin, Mr. Rajesh Kumar Dahiya, Ms. Neha, was appointed as an Additional Independent Directors
of the Company w.e.f. August 16, 2024, further there appointment as Independent Directors were regularized
at the members meeting held on August 21, 2024.

^A Ms. Jasmeet Kaur Saluja resigned from the post of Company Secretary and Compliance Officer with effect
from April 30, 2025.

& Mr. Paras Shah has been appointed as the Company Secretary and Compliance Officer with effect from July
15, 2025.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Prashanth Prakash is retiring by rotation at the forthcoming Annual General Meeting and being eligible,
he has been recommended for re-appointment by the Board.

Details about the directors being (re)-appointed are given in the Notice of the forthcoming Annual General
Meeting which is being sent to the members along with the Annual Report.

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections
2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

•    Mr. Gaurav Singh Kushwaha, Chairman and Managing Director

•    Mr. Rumit Dugar, Chief Financial Officer

•    Mr. Paras Shah, Company Secretary and Compliance Officer

A detailed note on the composition of the Board and its Committees, including its terms of reference, number
of committee meetings held during the FY 2024-25, and attendance of the members, is provided in the Report
of Corporate Governance forming part of the Annual Report. The composition and terms of reference of all the
Committees of the Board of Directors of the Company are in line with the provisions of the Companies Act,
2013 and the SEBI Listing Regulations.

14. MEETINGS HELD DURING THE FINANCIAL YEAR:

The Board of Directors holds meetings at regular intervals, with not more than 120 days between consecutive
meetings. During the period from April 1, 2024, to March 31, 2025, the Board met 17 times on the following

The minutes of the meetings of the board of directors are maintained according to the provisions of secretarial
standards and the Companies Act, 2013. Further the record of attendance of directors to the board meeting
for the period under review is as follows:

Further, the Shareholders have met on the following dates during Financial Year 2024-25:

15. DISCLOSURE OF COMPOSITION OF
AUDIT COMMITTEE AND VIGIL MECHANISM
POLICY:

During the review period and in accordance with
the provisions of Section 177 of the Companies Act,
2013, along with Rules 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013,
the Company had formed the audit committee &
formulated the policy on vigil mechanism policy. The
composition of the Audit committee is as follows:

1.    Rohit Bhasin, Independent Director
(Chairperson);

2.    Rajesh Kumar Dahiya, Independent Director
(Member); and

3.    Sameer Dileep Nath, Non- Executive Director
(Member)

The details of the Committee and its terms of
reference are set out in the Corporate Governance
Report forming part of this Annual Report.

For Company’s policy on establishment of Vigil
Mechanism for directors and employees, please
refer to the Para XI - Details of Establishment of
Vigil Mechanism for Directors and Employees of
the"Corporate Governance Report” annexed to the
Directors’Report as Annexure 5.

16.    NOMINATION AND REMUNERATION
POLICY:

For Company’s policy on Directors’ appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence
of directors and other matters provided under
sub-section (3) of section 178, please refer to the
Nomination and Remuneration Policy available
on the website of the Company and Corporate
Governance Report annexed to the Directors Report.

17.    COMMITTEES OF THE BOARD OF
DIRECTORS:

The Board Committees play a crucial role in the
governance structure of the Company and have been

constituted to deal with specific areas/activities as
mandated by applicable regulations; which concern
the Company and need a closer review. Majority
of the Members constituting the Committees are
Independent Directors and each Committee is
guided by its Terms of Reference, which provide
for the composition, scope, powers & duties and
responsibilities. The minutes of the Meeting of all
Committees are placed before the Board for review.

During the year, all recommendations of the
Committees of the Board which were mandatorily
required have been accepted by the Board.

Information on the Audit Committee, the
Nomination and Remuneration Committee, the
Stakeholders’ Relationship Committee, the Risk
Management Committee and the Corporate Social
Responsibility Committee and meetings of those
committees held during the year under Report and
recommendations, if any, of the Committees not
accepted by the Board is given under Para No. (IN) to
(VII) of the "Corporate Governance Report” annexed
to the Directors’ Report as Annexure 5.

Board and Committee Meetings: For disclosure
on the number of Board Meetings and Committee
Meetings, the date on which the meetings were held
and the attendance of each of the directors, please
refer to the Para (II) to Para (XI) of the "Corporate
Governance Report” annexed to the Directors’
Report as Annexure 5.

18. ANNUAL EVALUATION BY THE BOARD
OF ITS OWN PERFORMANCE AND THAT
OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:

During the year under review the Board of Directors
evaluated their performance, that of committee, the
Board as a whole and its and individual directors
along with performance of growth of the Company
periodically and in compliance with provision of the
Companies Act, 2013.

The Company has a policy for performance evaluation
of the Board, Committees and other individual
Directors (including Independent Directors) which
includes criteria for performance evaluation of Non¬
Executive Directors and Executive Directors.

The skills identified by the Board are mentioned
below and the same were considered for mapping
the Board Evaluation:

1.    Finance & Accounting

2.    Governance and Risk Management

3.    Human Capital

4.    Strategic Direction

5.    Mergers and Acquisitions

6.    Tech and Digital

7.    Capital Markets.

8.    Innovation

The Independent Directors at their separate meeting
carried out the annual performance evaluation of the
(a) Non-Independent Directors in accordance with
its evaluation parameters, (b) the Board as a whole,
in accordance with its evaluation parameters, and (c)
the Chairman of the Company taking into account
the views of executive directors and non-executive
directors, and the evaluation parameters .

19.    DECLARATION OF INDEPENDENT
DIRECTORS:

The Company has received the declaration from
all the Independent Directors as per the provisions
of Section 149 of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI Listing Regulations
for the year ended 31^st March, 2025 that they meet
the criterial of independence prescribed under the
Companies Act, 2013 and the SEBI Listing Regulations
and there is no change in the circumstances as on
date of this Report which may affect the status as
an Independent Director. Your Board confirms that
in their opinion the independent director fulfills the
conditions of independence as prescribed under
the Companies Act, 2013 and independent of the
management.

Further, in the opinion of the Board, the Independent
Directors appointed possesses requisite skills,
expertise, experience (including proficiency) and
integrity. . For details on the required skills, expertise,
competencies, please refer to the disclosure
made under Point No. II B - "Board of Directors”
of the Corporate Governance Report annexed as
Annexure - 5 to this report.

All the independent directors on the Board of the
Company are registered with the Indian Institute
of Corporate Affairs, Manesar, Haryana (“IICA”) as
notified by the Central Government under Section
150(1) of the Companies Act, 2013 and shall undergo
online proficiency self-assessment test, conducted
by the IICA, as may be applicable, and pass the
same within the time prescribed by the Act and
the Companies (Appointment and Qualification of
Directors) Rules, 2014.

Further, none of the Directors of the Company are
disqualified for being appointed as Directors as
specified under Section 164(2) of the Act read with
Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

20.    RISK MANAGEMENT POLICY OF THE
COMPANY:

Risk management is integral to the Company’s
strategy and for the achievement of the long-term
goals. Our success as an organisation depends on
our ability to identify and leverage the opportunities
while managing the risks. Further the company is
in process of Initial Public offer, the Company has
in place the Risk management policy as required
under Regulation 21 read with Schedule II - Part
D of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)

Regulations, 2015 (SEBI Listing Regulations). The
company has in place the Risk Management
Committee which comprises the below members:

1.    Mr. Rohit Bhasin, Independent Director
(Chairperson);

2.    Mr. Rajesh Kumar Dahiya, Independent Director
(Member);

3.    Mr. Sameer Dileep Nath, Non-Executive Director
(Member) and

4.    Ms. Neha, Independent Director (Member).

The Policy is also available on the website of
the Company:    “https://www.bluestone.com/

investor-relations.html#governance” under the
tab“Governance -> Company Policies” https://
kinclimg1.bluestone.com/static/ir/plcs/Bluestone
Risk Management Policy.pdf

For the key business risks identified by the Company
which may threaten the existence of the Company,
please refer paragraph on risk and concerns in
Management Discussion and Analysis Report.

21.    CYBER SECURITY:

The Company acknowledges cyber security as a
strategic priority and an essential element of its
enterprise risk management. With the growing
reliance on digital systems and data-driven
operations, safeguarding information assets,
protecting customer and stakeholder data, and
ensuring business continuity have become integral
to the Company’s governance practices.

The Risk Management Committee of the Company
has been entrusted by the Board with the
responsibility of reviewing the risk management
process in the Company and ensuring that the risks
are brought within acceptable limits. The details of
the Committee and its terms of reference are set out
in the Corporate Governance Report forming part of
this Annual Report.

22.    STATUTORY AUDITORS:

M/s. M S K A & Associates, Chartered Accountants,
Mumbai (FRN: 105047W) were appointed as Statutory
Auditors of the Company at the annual general
meeting of the Company held on 30^th September,
2023 for a period of five years until the conclusion
of annual general meeting of the Company to be
held for the financial year 2027-28 i.e. for a period of
5 years.

As required under the provisions of the Section
139(1) of the Companies Act, 2013, the Company has
received a certificate from M/s. M S K A & Associates,
Chartered Accountants that they are eligible to hold
office as the Statutory Auditors of the Company
and are not disqualified and that they would be in
conformity with the limits specified in the Section.

The Company has received peer review certificate
and eligibility cum consent letter from M/s. M S K A
& Associates (ICAI Firm Registration No. 105047W),
Chartered Accountants confirming their eligibility
when appointed as statutory auditors.

23.    OBSERVATIONS OF THE STATUTORY
AUDITOR'S ON ACCOUNTS FOR THE YEAR
ENDED MARCH 31, 2025:

The statutory auditors of the Company have made
no observations, reservations, adverse remarks,
disclaimers or qualifications. Their remarks in the
report for the financial year ended March 31, 2025,
are self-explanatory and are detailed in the financial
statements for that year.

24.    REPORTING OF FRAUDS BY THE
AUDITORS:

During the year under review, the Statutory Auditors,
the Internal Auditors and the Secretarial Auditors
have not reported any instances of frauds committed
in the Company by its officers or employees to
the Audit Committee, Board and/or the Central
Government under Section 143(12) of the Companies
Act, 2013 (including any statutory modification(s) or
re-enactment(s) for the time being in force).

25.    INTERNAL AUDITOR:

Pursuant to the provisions of section 138 of the
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Board has appointed M/s. Nexdigm
Private Limited, as the Company’s Internal Auditors.
The internal auditors submit their reports to the
Board for review and consideration.

Based on these internal audit reports, management
takes corrective actions in the respective areas
to strengthen controls and enhance operational
efficiency.

26.    SECRETARIAL AUDIT REPORT:

In accordance with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
Mrs. Kalaivani S, Practicing Company Secretary from
Bangalore, was appointed to conduct the secretarial
audit for the financial year 2024-25. The secretarial
auditor reported no qualifications, reservations,
adverse remarks or disclaimers in her report for the
period under review. The secretarial audit report
given by Mrs. Kalaivani S, Practicing Company
Secretary is attached for reference as “Annexure - 3”.

As per the recent amendment under Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
pertaining to Appointment of Secretarial Auditor, M/s
Mihen Halani & Associates had given their consent
to act as Secretarial Auditors, accordingly, the
Board in the meeting held on September 04, 2025
recommended their appointment for a term of five
years, which is subject to approval of the members.

27.    DETAILS OF INTERNAL FINANCIAL
CONTROLS:

a.    Your directors report that the Company
has maintained internal controls that are
appropriate for its size and the nature of its
operations. Effective monitoring procedures are
in place to ensure the accuracy and timeliness
of financial reporting and compliance with
statutory requirements. Comprehensive
policies, guidelines, and delegation of powers are
established to ensure compliance throughout
the Company.

b.    To ensure accuracy in financial reporting, the
Company has implemented various checks
and balances, including periodic reconciliation
of major accounts, thorough account reviews,
balance confirmations, and a robust approval
mechanism.

c.    The Company has documented all major
processes related to expenses, bank transactions,
payments, statutory compliance, and period-
end financial accounting. Continuous efforts are
made to align these processes and controls with
industry best practices.

A comprehensive overview of the Internal
Control systems and adequacy is provided in the
Management Discussion and Analysis Report.

28.    MATERIAL CHANGES & COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE
REPORT:

There are no material changes and commitments
between the end of the financial year of the
Company to which the financial statements relate
and the date of the report, which affect the financial
position of the Company.

29.    DETAILS OF SIGNIFICANT AND
MATERIAL ORDERS PASSED BY ANY
REGULATORS/COURTS/TRIBUNALS
IMPACTING THE GOING CONCERN STATUS
AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year under report, no orders
have been passed by the regulators/courts/tribunals
impacting the going concern status and the
Company’s operations in future.

30.    A STATEMENT REGARDING OPINION OF
THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:
The Board of Directors, having reviewed the
qualifications, background, and professional track
record of the independent directors appointed

during the year, is of the opinion that they possess
the highest standards of integrity, as well as the
requisite expertise, experience, and proficiency to
effectively discharge their responsibilities. The Board
believes that their appointment will contribute
positively to the governance and strategic direction
of the Company.

31.    PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS UNDER SECTION 186:

The Company has not given any loan, guarantees
covered under the provisions of Section 186 of the
Companies Act, 2013.

The Company made the investment, the details
of the same are provided in the notes to financial
statement of the company, the same is in compliance
with the provision of Section 186 of the Companies
Act, 2013.

Details of Investment in Subsidiary and associates
have been disclosed in the Note No. 37 of the
Standalone financial statements.

32.    PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

The transactions, contracts, and arrangements
entered into by the Company with related parties,
as defined under Section 2(76) of the Companies
Act, 2013, during the financial year under review
were conducted in the ordinary course of business
and on an arm's length basis. Therefore, reporting in
Form AOC-2 is not required for these related party
transactions.

Details of related party transactions entered in to
by the Company, in terms of Ind AS-24 have also
been disclosed in the Note No. 37 of the Standalone
financial statements.

The Company’s policy on Related Party Transactions
as approved by the Board is hosted on Company’s
website and at the web link https://www.bluestone.
com/ under the tab "Investors Relations” -->
Governance --> Policies.” https://kinclimg1.bluestone.
com/static/ir/plcs/Bluestone RPT Policy v1.pdf

33.    ANNUAL RETURN OF THE COMPANY:

Pursuant to section 134 (3) (a) and Section 92(3) of
the Companies Act, 2013, read with Rule 12(1) of the
Companies (Management and Administration) Rules,
2014, a copy of the Annual Return in Form MGT-7 of
the Companies (Management and Administration)
Rules, 2014 is placed on the website of the Company
and can be accessed at the web-link https://www.
bluestone.com/" under the tab "Investors Relations
-> Audited Financials -> Annual Return

https://kinclimg1.bluestone.com/static/ir/ar/Annual-

Return-FY2024-25.pdf

34. PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

Median Remuneration of the employees of the company for the financial year is ' 3,25,337/-

* The members of the Company at their meeting held on August 21, 2024, approved the reappointment of
Mr. Gaurav Singh Kushwaha, Managing Director of the company for a period of three years with effect from
July 21, 2025 and ending on July 20, 2028.

** Mr. Prashanth Prakash and Mr. Sameer Dileep Nath were re-appointed as Non-Executive directors, liable
to retire by rotation which was approved by the members of the Company at their meeting held on
November 30, 2024.

a Mr. Rohit Bhasin, Mr. Rajesh Kumar Dahiya, Ms. Neha, was appointed as an Additional Independent
Directors of the Company w.e.f. August 16, 2024, further there appointment as Independent Directors were
regularized at the members meeting held on August 21, 2024.

% Ms. Jasmeet Kaur Saluja was appointed as Company Secretary from March 19, 2024 and resigned as
Company Secretary and Compliance Officer with effect from April 30, 2025.

ii)    The percentage increase/(decrease) in the
median remuneration of employees in the
financial year ending 31^st March, 2025: 7%

iii)    The Number of permanent employees on the
rolls of the Company: 1943

Number of employees as on the closure of the
financial year i.e. March 31, 2025 (Male, female,
Transgender):

Male: 1274; Female: 669; Transgender: NIL

iv)    Average percentage increase/(decrease) already
made in the salaries of employees other than
the Key Managerial Personnel was in the last
financial year and justification thereof and point
out if there are any exceptional circumstances
for increase in the managerial remuneration:
Aggregate remuneration of employees
excluding KMP increase by 10.1 %. Change in
the remuneration of the KMP increase by 8 %
excluding perquisites from employee stock
option scheme.

v)    Affirmation that the remuneration is as per
the remuneration policy of the Company:
Yes, Employees increment in remuneration is

based on the individual performance and the
Company performance for the Financial Year.

The Managing Director of the Company was not in
receipt of any commission from the Company and at
the same time same, remuneration or commission
from the Company’s Subsidiary Company.

Information as per Rule 5(2) of the Chapter
XIII, of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014

There are employees who were in receipt of
remuneration of not less than R1,02,00,000 (Rupees
One Crore and Two Lakh Only), if employed for
the full year and employee who was in receipt of
remuneration of not less than R8,50,000 (Rupees
Eight Lakh and Fifty Thousand Only) per month
if employed for part of the year. Further, details
of employee remuneration as required under
provisions of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the aforesaid Rules is available for
inspection at the Registered Office of your Company
during working hours. As per second proviso to
Section 136(1) of the Act and second proviso of Rule
5 of the aforesaid Rules, the Annual Report has been
sent to the members excluding the aforesaid exhibit.
Any member interested in obtaining copy of such

information may write to the Company Secretary at
secretarial@bluestone.com

35.    SHAREHOLDING OF THE DIRECTORS OF
THE COMPANY AS ON MARCH 31, 2025.

For detail of shareholding of the directors, refer to
the Para No. II - Board of Directors in the Corporate
Governance Report annexed to this Report as
Annexure 5.

Except as mentioned in the "Corporate Governance
Report”, none of the other directors hold any shares
or convertible securities in the Company.

36.    CORPORATE GOVERNANCE
CERTIFICATE.

The Compliance certificate obtained from M/s. Parth
Joshi & Co, Practicing Company Secretary regarding
compliance of conditions of corporate governance
as stipulated under Chapter V read with relevant
Schedule to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is
annexed with this Report.

37.    MAINTANANCE OF COST RECORDS:

The Company is not required to maintain cost records
as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013.
Consequently this, requirement of maintaining such
accounts and records this section is not applicable to
the Company.

38.    DETAILS ABOUT THE POLICY
DEVELOPED AND IMPLEMENTED BY
THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY (“CSR”) INITIATIVES:

During the period under review, the Company meet
the criteria as specified under Section 135 of the
Companies Act, 2013 and the relevant rules made
thereunder. However, since the Company has net
loss, hence it was not required to spend the any
amount on CSR activities as outlined in Schedule VII
of the Companies Act, 2013.

Further, the company has in place the CSR policy
and committee as required under the provisions of
Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibilities) Rules,
2014, the composition of the committee is as follows:

1.    Rajesh Kumar Dahiya, Independent Director
(Chairperson);

2.    Rohit Bhasin, Independent Director (Member);
and

3.    Prashanth Prakash, Non-Executive Director
(Member).

The Policy is also available on the website of the
Company at the weblink: “https://www.bluestone.
com/investor-relations.html#governance” under
the tab “Governance -> Company Policies” https://
kinclimg1.bluestone.com/static/ir/plcs/Bluestone
CSR Policy.pdf

39.    DETAILS OF THE APPLICATION MADE OR
ANY PROCEEDINGS PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
AND STATUS OF APPLICATION FILED AT
YEAR END:

During the year under review, details of application
made or any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 as on March
31, 2025 is Nil.

40.    DETAILS OF DIFFERENCE BETWEEN
AMOUNT OF VALUATION DONE AT THE
TIME OF ONETIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM
BANKS OR FINANCIAL INSTITUTION:

During the year under review, the Company has
not made any one-time settlement for loans taken
from the Banks or Financial Institutions, and hence
the details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof is not applicable.

41.    CREDIT RATING OF SECURITIES:

Your Company did not obtain any credit ratings
for its securities during the year. Consequently, this
clause is not applicable to the Company.

42.    DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 AND INTERNAL
COMPLAINT COMMITTEE:

The Company has implemented a sexual harassment
policy in accordance with the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition,
and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been established to address
any complaints related to sexual harassment, and the
policy covers all employees, including permanent,
contractual, temporary, and trainees. The ICC
comprises of internal as well external members.

The summary of sexual harassment complaints for
the period under review is as follows:

a.    number of complaints pending as on April 01,

2024    - NIL

b.    number of complaints filed during the
FY 2024-25 - 3

c.    number of complaints disposed of during the
FY 2024-25 - 3

d.    number of complaints pending as on March 31,

2025    - NIL

e.    number of cases pending for more than ninety
days - NIL

The Company remains committed to ensuring a
safe and respectful workplace environment, and
continues to take necessary steps to strengthen
awareness, training, and redressal mechanisms
under the POSH framework.

43.    COMPLIANCE OF THE MATERNITY BENEFIT ACT 1961:

The Company is fully compliance with the provisions relating to the Maternity Benefit Act 1961.

44.    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUT-GOINGS:

(A) Conservation of Energy

(B) Technology Absorption and Research and Development

(C) Foreign Exchange Earnings and Outgo:

There were no foreign earnings during the period
under review; however, the foreign expenditure for
the period amounted to ' 53.61 millions.

45. FAMILIARISATION PROGRAMMES:

The Directors of the Company are provided
opportunities to familiarize themselves with the
Company, its Management and its operations. The
Directors are provided with all the documents to
enable them to have a better understanding of the
Company, its various operations and the industry in
which it operates.

The roles and responsibilities of the Independent
Directors of the Company are informed to them
at the time of their appointment through a formal
letter of appointment.

The Company has a defined policy on the
Familiarization Programme for Directors, aimed at
ensuring continuous awareness and engagement.

Pursuant to Regulation 25(7) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations,
2015, the Company organized various familiarization
programs for its Directors including Industry
Outlook, Business Updates, Prevention of Insider
Trading Regulations, Discussion on Controls and
Risk Management, Meeting with Senior Executive(s)
of your Company etc. The Board is regularly apprised
of any amendments, regulatory changes, or
emerging market trends, irrespective of the sectoral
relevance. In addition, all strategic and operational
communications relevant to the Company are
appropriately shared with the Independent Directors.

The Company’s policy on Familiarization
Programmes for Independent Directors as approved
by the Board is hosted on Company’s website and at
the web link https://www.bluestone.com/under the
tab "Investors Relations” --> Governance --> Policies.”
https://kinclimg1.bluestone.com/static/ir/plcs/
Bluestone Policy on familiarisation programmes
for independent directors.pdf

46.    CODE OF CONDUCT BY DIRECTORS,
MANAGEMENT AND SENIOR EMPLOYEES:

Your Company has adopted Code of Conduct for the
Directors and Senior Management of the Company
("Code of Conduct”) to provide clear guidance on
principles such as integrity, transparency, business
ethics and to set up standards for compliance of
Corporate Governance.

A copy of the Code of Conduct has been put for
information of all the members of the Board and
management personnel on the website of the
Company hosted on Company’s website and at the
web link https://www.bluestone.com/ under the tab
"Investors Relations” --> Governance --> Policies.”

https://kinclimgl.bluestone.com/static/ir/plcs/
Bluestone Code of Conduct with respect to
obligations of directors and SMP.pdf

All members of the Board of Directors and Senior
management personnel had affirmed compliance
with the Code of Conduct and a declaration to this
effect signed by the Managing Director forms part
of this report.

All the members of the Board and the Senior
Management Personnel have affirmed compliance
with the same.

A declaration signed by the Managing Director and
Chief Executive Officer of the Company is given
below:

"I hereby confirm that the Company has obtained
from all the members of the Board and the Senior
Management Personnel, affirmation that they
have complied with the Code of Conduct for the
FY 2024-25.”

Sd/-

Mr. Gaurav Singh Kushwaha

Managing Director and Chief Executive Officer

DIN: 01674879

The Company has in place the system to trace
the movement of Unpublished Price Sensitive
Information and regular awareness is created for the
Directors, Promoters, Key Managerial Personnel and
designated employees/persons.

47.    COMPLIANCE WITH SECRETARIAL
STANDARDS:

The Board of Directors affirms that the Directors
have devised proper systems to ensure compliance
with the provisions of all applicable Secretarial
Standards issued by the Institute of Companies
Secretaries of India and that such systems are
adequate and operating effectively. The Company
has complied to all provisions of the Secretarial
Standards on Meetings of the Board of Directors
(SS-1), (ii) Secretarial Standard on General Meetings
(SS-2), (iii) Secretarial Standards on Dividend (SS-

3) and Secretarial Standard on Report of the Board
of Directors (SS-4), as issued by the Institute of
Company Secretaries of India and notified by the
Ministry of Corporate Affairs.

48.    GENERAL DISCLOSURE:

During the year under report the following events
has taken place:

•    The Company has been converted from the
Private Limited Company to Public Limited
Company vide letter from ROC, Central
Processing Centre dated 8^th November, 2024.

•    The main object of the Company has been
changed in order to expand the Company’s
present scope of operation and to avail the
opportunities at various levels as per the special
resolution passed by the members at the Annual
General Meeting held on August 21, 2024.

•    The Company has filed Draft Red Herring
Prospectus ("DRHP”) on December 11, 2024 with
Securities and Exchange Board of India ("SEBI”),
BSE Limited ("BSE”) and National Stock Exchange
of India Limited ("NSE”) for the purpose of Initial
Public offer.

•    The Equity Shares offered through the Draft Red
Herring Prospectus were proposed to be listed on
the Stock Exchanges. The Company had received
in-principle approvals from BSE and NSE for the
listing of the Equity Shares pursuant to their
letters each dated February 24, 2025.

•    The Company has completed all the compliance
requirements including the appointments of
various intermediaries, the appointment of
KMP’s, SMP’s, Independent Directors, formation
of various committees and policies etc.

•    The application for change in the Company’s
Corporate Identification Number (CIN) has been
duly filed with the Registrar of Companies and is
currently under process.

•    During the year under report , Company has not
made any provision of money for the purchase of,
or subscription for, shares in the Company or its
holding company, to be held by or for the benefits
of the employees under a scheme pursuant
to Section 67(3) of the Act read with Rule 16(4)
of Companies (Share Capital and Debentures)
Rules, 2014 are not applicable.

•    All the policies are reviewed by the Board on an
annual basis and changes are made wherever
required as per the applicable provisions of
the laws, business requirements, uphold the
governance standards.

49.    BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability
Report (BRSR) outlines a company’s environmental,
social, and governance initiatives and practices. It

aims to provide transparency on how businesses
operate responsibly and contribute to sustainable
development. As per Regulation 34(2)(f) of the
SEBI Listing Regulations, the BRSR framework is
applicable to the top 1,000 listed entities by market
capitalization. The Company was not classified
among the top 1,000 listed entities as of December
31, 2024 as it was not listed at the time.

50.    MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Management Discussion and Analysis Report on the
operations of the Company, is provided in a separate
section and forms integral part of the Annual Report.

51.    DIRECTORS' RESPONSIBILITY
STATEMENT:

In accordance with Section 134 (3) (c) and 134 (5) of
the Companies Act, 2013, the Board submits the
following responsibility statement:

a.    The annual accounts have been prepared in
compliance with the applicable accounting
standards, with appropriate explanations
provided for any material departures;

b.    The directors have selected and consistently
applied accounting policies and made reasonable
and prudent judgments and estimates, ensuring
a true and fair view of the Company's state of
affairs at the end of the financial year and of its
loss for that period;

c.    The directors have taken proper and sufficient
care for the for the maintenance of adequate

accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d.    The annual accounts have been prepared by the
directors on a going concern basis;

e.    The Directors, have laid down internal financial
controls to be followed by the company and that
such internal financial controls are adequate and
are operating effectively and

f.    The directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

52. ACKNOWLEDGEMENT:

Your directors wish to express their sincere gratitude
for the assistance and cooperation received from
Franchisees & Business Associates, Banks and
Financing Agencies, Customers, and Suppliers.

They also extend their deep appreciation for the
dedicated services of the executives, staff, and
other employees of the Company. Additionally, your
directors thank the shareholders for their continued
confidence and support.

For and on behalf of the Board of Directors of
BlueStone Jewellery and Lifestyle Limited

(Formerly known as BlueStone Jewellery and Lifestyle Private Limited)

Sameer Dilip Nath    Gaurav Singh Kushwaha

Director    Managing Director

DIN:07551506    DIN:01674879

Place: Mumbai    Place: Bangalore

Date: 04^th September, 2025    Date: 04^th September, 2025

1

Mr. Gaurav Sachedva was appointed as Senior Managerial Personnel of the Company with effect
from July 15, 2025.

2

The members of the Company at their meeting held on August 21, 2024, approved the reappointment of
Mr. Gaurav Singh Kushwaha, Managing Director of the company for a period of three years with effect from
July 21, 2025 and ending on July 20, 2028.

3

Mr. Vikram Gupta resigned from the directorship of the Company with effect from November 27, 2024.

4

Mr. Prashanth Prakash and Mr. Sameer Dileep Nath were re-appointed as Non-Executive directors, liable
to retire by rotation which was approved by the members of the Company at their meeting held on
November 30, 2024.