To,

The Shareholders,

(Formerly known as BlueStone Jewellery and Lifestyle Private Limited)

Your Directors have pleasure in presenting Company's 15^th Board Report along with the Audited Financial
Statements of your Company for the Financial Year ended March 31, 2026.

The Company's financial performance (standalone and consolidated) for the year ended 31^st March, 2026
is summarized below:

^ In millions (Except EPS)

During the Financial Year under review on a standalone basis, the Company achieved revenue from operations
amounting to ^ 24,412.30 million, a significant increase from ^ 17,700.02 million in the previous year. Total
expenses for the year were ^ 24,644.11 million, up from ^ 20,491.34 million in the previous Financial Year.
As a result, the Company recorded a profit of ^ 260.00 million, as compared to loss of ^ 2,192.14 million in
the previous Financial Year.

Your Directors do not recommend 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 -> Policies"

During the year under review, the Board of Directors
has not recommended transfer of any amount to
reserves.

During the year under review, there has been no
change in the nature of business of your Company.

During the year under review, the Company had
completed its Initial Public Offer (IPO) aggregating
to ^ 15,40,64,95,566/-, comprising 2,97,99,798
Equity Shares at an issue price of ^ 517/- per share,

and its equity shares were listed on BSE Limited
and National Stock Exchange of India Limited on
August 19, 2025; the IPO comprised a fresh issue of
1,58,60,735 Equity Shares of face value ^ 1/- each
and an offer for sale of 1,39,39,063 Equity Shares of
face value ^ 1 each, and funds has been utilised as
per the object of the IPO and as mentioned in the
Prospectus.

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.

The Authorized share capital of the Company during the year was ^ 45,05,00,000/- (Indian Rupees Forty
Five Crores Five Lakhs only), below changes was undertaken during the year:

a) Capital Structure of the Company as on March 31, 2026: (Contd.)

During the year on September 29, 2025, pursuant to approval of the members of the company, preference
shares has been reclassified into equity shares of the Company and the capital structure as on March 31,
2026 is as follows:

The issued, subscribed and paid-up share capital of the Company as on 31^st March, 2026 is ^ 15,22,31,365/-
(Indian Rupees Fifteen Crore Twenty Two Lakhs Thirty One Thousand Three Hundred and Sixty Five Only)
divided into 15,22,31,365 Equity shares of ^ 1/- (Indian Rupee One only) each.

The "BlueStone Jewellery and Lifestyle Employees
Stock Option Plan - 2014" was authorised by
the Board of Directors on May 8, 2014 and by a
special resolution of the shareholders passed at the
Extraordinary General Meeting of the Company held
on May 09, 2014. Subsequently, this scheme was
amended by the Board on June 23, 2016, July 4,
2016, September 29, 2016, July 11, 2022, August
03, 2022, August 16, 2024 and on April 09, 2025
and by the shareholders on June 24, 2016, July 5,
2016, September 30, 2016, July 20, 2022, August
09, 2022, August 21, 2024 and on May 02, 2025.

The details are as follows:

(a) Total number of stock options granted in
F.Y. 2025-26: 16,47,192

(b) Total number of stock options vested during
the year: 11,18,933

(c) Total number of stock options exercised/
modified: 9,71,100

(d) Total number of shares arising as a result of
exercise of options: 9,10,993

(e) Total number of stock options lapsed during the year: 1,55,327 (out of the Options granted)

(f) Exercise Price: ^ 1/-

(g) Variation of terms of options: There is no variation in terms of options. The Company has amended its
Employee Stock Option Plan, 2014 and increased the ESOP Pool from 74,84,330 (Seventy-Four Lakh
Eighty-Four Thousand Three hundred and Thirty) ESOPs to 1,17,27,642 (One Crore Seventeen Lakh
Twenty- Seven Thousand Six Hundred and Forty-Two) ESOPs vide special resolution passed at Extra
Ordinary General Meeting of the members held on May 02, 2025.

(h) Money realized by exercise of options: ^ 9,10,993

(i) Total number of options in force as on 31^st March, 2026: 39,21,601

(j) Employee wise details of options granted to:

i. Key Managerial Personnel/Senior Managerial Personnel:

'Mr. Gaurav Sachedva was appointed as Senior Managerial Personnel of the Company with effect from July 15, 2025 and ceased
as Senior Managerial Personnel of the Company with effect from March 09, 2026.

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: N.A.

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: The Company has granted
16,02,557 ESOPs to Mr. Sudeep Nagar, the
Chief Operating Officer of the Company
representing 1.04% (one point one zero
percent) of the fully diluted share capital
of the Company vide special resolution
passed at the EOGM.

(k) In compliance with the Regulation 13 of the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEBSE Regulations")
a certificate from Secretarial Auditor of the
Company, confirming implementation of
ESOP Scheme in accordance with the said
regulations will be available electronically for
inspection by the Members during the AGM of
the Company.

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

The Company has not issued any Sweat Equity
Shares during the year under review.

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

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

KFin Technologies Limited was the Registrar &
Share Transfer Agent (RTA) as on 31^st March, 2026.

The Company had granted ESOPs options during the Financial Year 2025-26. 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:

The Company has recognized compensation cost using fair value method of accounting. The Company
has recognized stock option compensation cost of ^ 926.50 million in the statement of profit and loss for
the Financial Year 2025-26.

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

Note 1: Out of the options granted

Note 2: 60,107 no. of shares pending to be allotted

Employee wise details of options granted during the year: (Contd.)

Employee wise details of options granted during the year: (Contd.)

A Certificate obtained from M/s. Mihen Halani and Associates, Company Secretary, Secretarial Auditors
of the Company for the Financial Year 2025-2026 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

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 i.e the BSE and
NSE as per the invoices received by the Company.

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 2025-2026. 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.

The Company has the following Subsidiary and Associate Companies:

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

The performance of the Company for the Financial Year ended 31^st March, 2026 is summarized as below:

(Amount in ^ million)

The performance of the Company for the Financial Year ended 31^st March, 2026 is summarized as below:

(Amount in ^ million)

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.

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.

In accordance with the provisions of the Companies
Act, 2013 and the Articles of Association of the
Company, Mr. Sameer Dileep Nath is retiring by
rotation at the forthcoming Annual General Meeting.
Mr. Sameer Nath has indicated to the Company that
he is not seeking reappointment in view of his other
commitments. Mr. Sameer Nath has been on the
Board of the Company since 05^th July 2016.

Based on the recommendation of the Nomination
and Remuneration Committee, the Board has
approved the appointment of Mr. Amit Jain
(DIN: 01613364) as a Non-Executive, Non-

Independent Director of the Company, liable to
retire by rotation, in the vacancy so caused, subject
to the approval of the Members at the ensuing
Annual General Meeting. Details of Mr. Amit Jain's
appointment, including his brief profile, are set
out in the Notice of the AGM and forms part of this
Annual Report.

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

The Independent Directors have individually
declared to the Board that they meet the criteria
of independence as provided under Section 149(6)
of the Companies Act, 2013 and the SEBI (LODR),
2015 at the beginning of the year and there is
no change in the circumstances as on the date
of this Report which may affect their status as an
Independent Director.

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

A detailed note on the composition of the Board
and its Committees, including its terms of reference,
number of committee meetings held during
F.Y. 2025-26, 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.

The Board of Directors holds meetings at regular intervals, with not more than 120 days between consecutive
meetings. During the period from 1 April 2025 to 31 March 2026, the Board met 12 times on the
following dates:

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 Financial Year under review is as follows:

Further, the Shareholders have met on the following dates during Financial Year 2025-26:

H. Operation Committee Meeting: (Contd.)

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. The
composition of the Audit committee is as follows:

1. Rohit Bhasin, Independent Director
(Chairperson);

2. Rajesh 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 IX - Details of Establishment of
Vigil Mechanism for Directors and Employees of
the"Corporate Governance Report" annexed to the
Directors Report as Annexure-5.

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.

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 Environmental,
Social and Governance and 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. (III) 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.

The Independent Director and Nomination and
Remuneration Committee ("NRC") has carried out
the evaluation of the performance of the Board as
a whole, the functioning of the Committees of the
Board, individual Directors, and the Chairperson
of the Board, in accordance with the applicable
provisions of the Companies Act, 2013.

The Board acknowledges the importance of
instituting a structured annual performance
evaluation as a key enabler to strengthen the
governance standards and enhance overall Board
effectiveness. In line with the requirements of the
Companies Act, 2013, and SEBI (LODR) Regulations,
the Board has established a formal framework for
its performance evaluation.

The Nomination and Remuneration Committee,
as the Nodal agency, reviewed and approved the
evaluation criteria and the overall approach for
carrying out the exercise. For the year under review,
the NRC appointed Potentia, an independent
external partner, to conduct the annual evaluation
of the Board, Board Committees and Individual
Directors.

Detailed questionnaires were circulated to the
members of the NRC to facilitate the evaluation
process. The performance of the Board was assessed
based on various criteria, including the composition
of the Board, quality and timeliness of information
flow, effectiveness in addressing strategic issues,
clarity of roles and responsibilities, relationship with
management, engagement with stakeholders, and
focus on developmental areas.

The performance of the Committees was evaluated
based on inputs received from Committee members,
considering factors such as understanding of the
terms of reference, composition, independence,
and contribution to Board decisions.

The performance of individual Directors was
evaluated based on feedback from all Directors,
excluding the Director being evaluated.

Based on the evaluation process, the NRC expressed
satisfaction with the overall performance of the
Board, its Committees, and all individual Directors.

The evaluation results reflected a strong level of
commitment and engagement from the Board
and its Committees. The recommendations arising
from the evaluation were discussed at the meeting

of Independent Directors held on 20 March 2026.
These recommendations were subsequently
reviewed by the Board with a view to further
enhancing the effectiveness and functioning of the
Board and its Committees.

The Board of Company believes that an effective
assessment process plays a critical role in enhancing
strong board oversight and corporate governance,
which in turn contributes to long-term value to the
Company and all its stakeholders.

To facilitate an effective evaluation of the
performance of the Board, its committees,
and Individual Directors, the Nomination and
Remuneration Committee appointed Potentia, a
specialist service provider, to support Company
Annual Board Evaluation exercise for the year
under review. The Nomination and Remuneration
Committee was involved in finalizing the evaluation
framework, which the partner proposed based on
contemporary best practices and tailored to the
Company's specific needs.

The evaluation process was conducted using
structured questionnaires to assess the functioning
of the Board as a whole, each Board committee,
and individual directors. It was administered via
the proprietary online platform Fidem, ensuring
confidentiality and anonymity of responses. This
approach enabled candid feedback and reflections
from Directors, enhancing psychological safety and
supporting an objective assessment. In addition
to the structured statements containing the Likert
and other special questions, the process also
incorporated open-text inputs to capture qualitative
insights.

The evaluation process, using a structured
framework and, inter alia, covered the following
aspects of Board Performance:

1. Oversight and Strategic Direction -

Assessment of the Board's role in providing
strategic guidance and oversight across key
areas such as strategy, risk, and operations.
This also included oversight of Executive
performance, Succession planning, and
opportunities for continuous improvement.

2. Structure and Composition - Evaluation of the
Board and Committee composition, including
the diversity of skills and competencies, as
well as clarity of roles and responsibilities of
individual Directors and Committees.

3. Board Cadence - Review of the effectiveness
of Board and Committee meeting planning,
quality and timeliness of information flow,
and adequacy of documentation and record-
keeping practices.

4. Norms and Processes - Assessment of the
norms and processes followed by Directors,
including levels of engagement, professional
commitment, openness of discussions, and
effective use of Directors' expertise and
experience.

5. Board's Relationships - with external
stakeholders, internal stakeholders in the
Company, and among directors.

6. Board Leadership - Assessment of leadership
at the Board, Committee and Executive levels.

The results of the evaluation were presented by the
Nomination and Remuneration Committee chair
to the Independent Directors. The consolidated
Board report was shared with all Directors. The
committee-level scorecards and peer feedback
reports were shared with committee chairs and
individual directors respectively.

- Monitor a strong succession pipeline for the
CEO role.

- Robust process for identifying next -generations
leaders.

- The Board decided to continue to update
Directors on emerging risks and industry
developments.

- A thrust on ESG imperatives relevant to the
Company.

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, 2026 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.

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 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 -> Policies"

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.

The Company recognizes the critical importance
of Cyber Security in safeguarding customer
data, transaction systems, and digital platforms,
particularly in its retail and e-commerce operations.
A robust information security framework, aligned
with applicable laws and industry standards, has
been implemented and is subject to periodic review.

Cyber Security risks are integrated into the
enterprise risk management framework, with
regular vulnerability assessments and penetration
testing carried out across retail systems, websites,
and mobile applications. The Board and its
Committees are periodically apprised of Cyber risk
exposures and mitigation measures.

The Company has implemented strong controls
over payment systems, customer data protection,
and access management to ensure secure
transactions across stores and online channels. The
Company also evaluates cyber risks associated with
third-party vendors, including payment gateways
and logistics partners.

During the year under review, no material Cyber
Security incidents impacting the Company's
operations were reported. The Company continues
to enhance its Cyber resilience in line with evolving
digital and retail risks.

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.

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 year.

Total Fees for all services paid by the Company
and its subsidiary, on a consolidated basis, to the
Statutory Auditor and all entities in a network firm/
network entity of which the Statutory Auditor is a
part during the Financial Year under Report is ^
50,00,000/-.

During the year M S K A & Associates, Chartered
Accountants (the "Firm") have intimated the
Company that the Firm has converted itself into
a Limited Liability Partnership ("LLP") under the
provisions of the Limited Liability Partnership Act,
2008 and is now known as "M S K A & Associates
LLP", with ICAI Firm Registration No.105047W/
W101187.

The Statutory Auditors will continue and discharge
their obligations as Statutory Auditors for the
remaining period of their current tenure.

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 31 March 2026
are self-explanatory and are detailed in the Financial
Statements for that year.

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).

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, M/s. Nexdigm Private Limited, Internal
Auditor of the Company for the Financial Year 2025-
2026, has tendered their resignation from H2 of
F.Y. 2025-2026 and onwards.

The Board has appointed M/s. Sudit K. Parekh &
Co. LLP Chartered Accountants, Firm registration
Number: 110512W/W100378 as Internal Auditor
of the Company for the half year (H2) of the Financial
Year 2025-26. The Internal Auditors submit their
reports to the Board for review and consideration.
The Board of Directors at its meeting held on
23 April 2026 has approved the appointment of M/s
Sudit K. Parekh & Co. LLP Chartered Accountants

as the Internal Auditors of the Company for the
Financial Year 2026-2027.

Based on these Internal Audit Reports, Management
takes corrective actions in the respective areas
to strengthen controls and enhance operational
efficiency.

In accordance with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, M/s. Mihen Halani and Associates, Practicing
Company Secretary from Mumbai, was appointed
to conduct the Secretarial audit for the Financial
Year 2025-26 to 2029-20. The Secretarial Auditor
reported no qualifications, reservations, adverse
remarks or disclaimers in his report for the period
under review. The Secretarial Audit Report given
by M/s. Mihen Halani and Associates, Practicing
Company Secretary is attached for reference as
Annexure-3.

The Annual Secretarial Compliance Certificate
duly signed by M/s. Mihen Halani and Associates,
Company Secretaries has been submitted to the
Stock Exchanges and is annexed at Annexure-4 to
this Board's Report.

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 toexpenses, 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.

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.

The Members of the Company, vide Special
Resolution through Postal Ballot on 30 May 2026
approved:

1. The Payment of One-time Special Bonus to
Mr. Gaurav Singh Kushwaha, Managing Director
and Chairman of the Company.

2. To Approve increase in remuneration payable
to Mr. Gaurav Singh Kushwaha, Managing
Director and Chairman of the Company.

During the Financial Year under report, no
significant and material order was passed by the
regulators or courts or tribunals which would have
impacted the going concern and your Company
operations in future.

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. 35 of the
Standalone Financial Statements.

All Related Party Transaction that were entered into
during the year under Report were on arm's length
basis and were in the ordinary course of time. During
the year under review, your Company had not
entered into Material Related Party Transactions.
There were no materially significant related party
transactions undertaken by the Company with
Promoters, Directors, Key Managerial Personnel
or other Designated Person which might have a
potential conflict with the interest of the Company
at large.

Accordingly, the disclosure of Related Party
Transaction as required under Section 134 (3) (h)
of the Act in Form AOC-2 is not applicable to the
Company for the F.Y. 2025-2026 and hence does
not form part of this report.

Details of Related Party Transaction entered into
by the Company, in terms of Ind AS-24 have also
been disclosed in the Note No. 35 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."

gov/Related-Partv-Transactions-Policv.pdf.

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

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 ^ 6,21,702/-

(Note: For median salary disclosure, the post-retirement benefits and salary of employees who joined or
existed during the financial year have not been considered in the reported figures):

'The Board of Directors, at its meeting, approved a revision of 50% in the remuneration of Mr. Rumit Dugar, Chief Financial Officer (CFO),
with effect from 1 October 2025. Since the revised remuneration became effective from the second half of the Financial Year 2025-26,
the increase in remuneration, calculated based on the actual remuneration paid during the year, amounts to 18%. The full-year impact of
the approved revision in remuneration shall be reflected in the Financial Year 2026-27.

ii) The percentage increase/(decrease) in the
median remuneration of employees in the
Financial Year ending 31^st March, 2026: 11%.

iii) The Number of permanent employees on the
rolls of the Company: 2576.

Number of employees as on the closure of
the Financial Year i.e. 31^st March 2026 (Male,
Female, Transgender):

Male: 1585; Female: 991; 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 14%.
Change in the remuneration of the KMP
increase by 18% excluding perquisites from
Employee Stock Option Scheme.

(Note 1- The Board of Directors, at its meeting,
approved a revision of 50% in the remuneration
of Mr. Rumit Dugar, Chief Financial Officer
(CFO), with effect from 1^st October, 2025. Since
the revised remuneration became effective
from the second half of the Financial Year
2025-26, the increase in remuneration,
calculated based on the actual remuneration
paid during the year, amounts to 18%. The
full-year impact of the approved revision in
remuneration shall be reflected in the Financial
Year 2026-27).

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.

There are 9 (nine) employees who were in receipt
of remuneration of not less than ^ 1,02,00,000
(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 ^ 8,50,000 (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

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.

The Compliance Certificate obtained from
M/s. Mihen Halani and Associates, 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.

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.

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 Board of Directors at its meeting held on
23^rd April 2026, enhance Board's oversight over ESG
Matters, the Board of Directors expanded the scope
of the "Corporate Social Responsibility ("CSR") to

include the Environmental, Social and Governance
("ESG") matters and renamed the CSR Committee
as "Environmental, Social and Governance ("ESG")
and Corporate Social Responsibility.

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 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 -> Policies" https://kinclimg1.
bluestone.com/static/ir/plcs/BlueStone CSR Policy.
pdf

The Annual Report on CSR containing particulars
specified in Rule 8 of Companies (Corporate Social
Responsibility Policy CSR Policy) Rules, 2014
including initiatives taken by the Company during
the year is given in Annexure-6 of this report.

36. 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 31^st
March 2026 is Nil.

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.

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

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

1^st April 2025 - NIL

b. number of complaints filed during the
F.Y. 2025-26 - 3

c. number of complaints disposed of during the
F.Y. 2025-26 - 3

d. number of complaints pending as on

31^st March 2026 - 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.

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

(A) Conservation of Energy (Contd.)

There were no foreign earnings during the period
under review; however, the foreign expenditure for
the period amounted to ^ 49.40 millions.

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.

Presentations are made to the Board, where
Directors get an opportunity to interact with Senior
Management. Directors are also informed of the
various developments in the Company.

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 Director

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."

During the reporting year, on a cumulative basis, the
independent Directors spent 4 hours on several
familiarization program.

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."

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 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
F.Y. 2025-26.

Sd/-

Managing Director
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.

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 applicable the Secretarial Standards.

During the year the following events has taken

place:

- The Company Corporate Identification

Number (CIN) has been changed

from U72900KA2011PTC059678 to

L72900KA2011PLC059678;

- The Company has amended its Employee

Stock Option Plan, 2014 and increased the
ESOP pool from 74,84,330 (Seventy-Four

Lakh Eighty-Four Thousand Three hundred
and Thirty) ESOPs to 1,17,27,642 (One Crore
Seventeen Lakh Twenty- Seven Thousand Six
Hundred and Forty-Two) ESOPs vide special
resolution passed at Extra Ordinary General
Meeting of the members held on May 02, 2025
("the EOGM");

- Pursuant to the terms of conversion, the

Company has converted 3,54,74,930

Compulsorily Convertible Preference Shares
into 10,02,24,637 Equity Shares of Re. 1/- each
fully paid-up;

- The Company has made an investment into

Ethereal House Private Limited, Subsidiary of
the Company, by acquiring 92,172 (Ninety

Two Thousand One Hundred and Seventy Two)
Compulsorily Convertible Preference Shares at
the price of ^ 2,734/- per share (Indian Rupees
Two Thousand Seven Hundred and Thirty-Four)
aggregating to ^ 25,19,98,248/- (Indian Rupees
Twenty-Five Crore Nineteen Lakh Ninety-Eight
Thousand Two Hundred Forty-Eight);

- The Company has reclassified the authorized

share capital to ^ 45,05,00,000/- (Indian

Rupees Forty-Five Crores Five Lacs only) divided
into 45,05,00,000 (Forty- Five Crores Five
Lacs) Equity Shares of Re. 1/- (Rupee One only)
vide ordinary resolution passed at an Annual
general Meeting of the Company held on
29^th September 2025;

- The Company has approved ratification of the
BlueStone Jewellery and Lifestyle Limited -
Employee Stock Option Plan 2014 vide special
resolution passed through postal ballot on
25^th January 2026;

- The Company has made an investment in to
Redefine Fashion Private Limited, Associates of
the Company, by acquiring 21,052 (Twenty One
Thousand Fifty Two) Compulsorily Convertible

Preference shares designated as 'CCPS - Seed
5' of face value of ^ 10 each at a premium of
^ 1415.00 (Indian Rupees One Thousand Four
Hundred Fifteen Only) per share aggregating
to ^ 2,99,99,100/- (Indian Rupees Twenty-Five
Crore Nineteen Lakh Ninety-Eight Thousand
Two Hundred Forty-Eight);

- 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;

- During the year under report, there was no
change in the general nature of business of
your Company.

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.

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. As per the market capitalization
list published for the period 1^st July 2024 to 31^st
December 2024, the Company does not fall
within the top 1000 listed entities. Accordingly,
the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, pertaining to the Business
Responsibility and Sustainability Report, are not
applicable.

As per the market capitalization list published
for the period 1^st July 2025 to 31^st December
2025, the Company fall within the top 1000 listed
entities. Accordingly, the provisions of Regulation
34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, pertaining to the
Business Responsibility and Sustainability Report,
are applicable from the Financial Year 2026-2027.

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.

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 profit and loss of the
Company 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) Being a Listed Company, 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.

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

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.