Esprit Stones

Risks

• Its Manufacturing Facilities are concentrated in the Udaipur, Rajasthan. Any disruption, breakdown or shutdown of its Manufacturing Facilities may have a material adverse effect on the companay`s business, financial condition, results of operations and cash flow.

• The company does not own some of the business premises where its Registered office, branch office, storage facilities are located.

• Its manufacturing activity is subject to availability of raw material and the costs of the raw materials. Any shortage in availability or fluctuations in raw material prices, may have a material adverse effect on its business, financial condition, results of operations and cash flows.

• A significant majority of its revenues from operations are derived from a limited number of customers.

• The company requires certain approvals and licenses in the ordinary course of business and are required to comply with certain rules and regulations to operate its business, any failure to obtain, retain and renew such approvals and licences or comply with such rules and regulations may adversely affect its operations.

• Major portion of its revenues are derived from exports to the United States of America and any adverse developments in this market or restrained economic or political relations of India with the United States of America could adversely affect its business.

• Its business is capital intensive. The company requires substantial financing for its business operations. Its indebtedness and the conditions and restrictions imposed on by its financing arrangements could adversely affect the company`s ability to conduct its business.

• Its ability to access capital at attractive costs depends on the company credit ratings. Non- availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company`s business and results of operations.

• The company has availed unsecured loans which are repayable on demand. Any demand for repayment of such unsecured loans, may adversely affect its cash flows.

• Its lenders have charge over the company movable and immovable properties in respect of finance availed by the company.

• The Company, its Subsidiaries, its Promoters and Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

• The company is in the process of expanding its operations and establishing a network of customers/ distributors, particularly for engineered marble surfaces, in regions where the company does not have a significant presence or prior experience. Any failure to expand into these new regions could adversely affect its sales, financial condition, result of operations and cash flow.

• The company derives a major portion of its revenue from export and thus are susceptible to exchange rate fluctuations.

• The company may not be able to successfully manage the growth of its operations and execute the company growth strategies which may have an adverse effect on its business, financial condition, results of operations and future prospects.

• The company is dependent upon the business experience and skill of its promoters, key managerial personnel and senior management personnel. Loss of its Senior Management or the company`s inability to attract or retain such qualified personnel, could adversely affect its business, results of operations and financial condition.

• The company has in past entered into related party transactions and its may continue to do so in the future.

• Under-utilisation of its manufacturing capacities could have an adverse effect on the company`s business, future prospects and future financial performance.

• The company may be unable to sufficiently obtain, maintain, protect, or enforce its intellectual property and other proprietary rights.

• The company is vulnerable to cyclicality in the end-user industry.

• Some of its Group Companies have incurred losses in the previous Fiscals.

• The company has certain contingent liabilities as stated in the Restated Consolidated Financial Statement, and in the event, they materialize it could adversely affect its financial condition.

• The company has experienced negative cash flows from operating activities and may do so in the future, which could have a material adverse effect on its business, prospects, financial condition, cash flows and results of operations.

• The Company is dependent on third parties for transportation and export of its finished products and any disruption in their operations or a decrease in the quality of their services could have an adverse impact on its business, financial condition, cash flows and results of operations.

• Any inability to maintain or manage its workforce could have an impact on the company`s profitability. Further, wage pressures and increases in operating costs may reduce its profit margins.

• Its management will have broad discretion in how the company apply the Net Proceeds, including interim use of the Net Proceeds, and there is no assurance that the objects of the Issue will be achieved within the time frame expected or at all, or that the deployment of the Net Proceeds in the manner intended by it will result in any increase in the value of your investment.

• Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• Some of its Group Company is engaged in activities which is similar to its business. This may be a potential source of conflict of interest for s and it which may have an adverse effect on its business, financial condition and results of operations.

• The company operates in a competitive business environment. Competition from existing players and new entrants and consequent pricing pressures could have a material adverse effect on its business growth and prospects, financial condition and results of operations.

• Certain sections of this Draft Red Herring Prospectus disclose information from the CARE Analytics and Advisory Private Limited which have been commissioned and paid for by it exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.

• The company may not be able to identify or effectively respond to evolving preferences, expectations or trends in a timely manner and a failure to derive the desired benefits from its product development efforts may impact the company competitiveness and profitability.

• Any inability on its part to collect amounts owed to it or to pay amounts owed by the company could result in the reduction of our profits.

• Stringent environmental, health and safety laws and regulations or stringent enforcement of existing environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures.

• Its Promoters and some of its Directors are interested in the Company, in addition to regular remuneration or benefits and reimbursement of expenses.

• The company could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely affect its financial condition, results of operations and reputation.

• The company is subject to restrictive covenants under its financing agreements that could limit the company`s flexibility in managing its business or to use cash or other assets. Any defaults could lead to acceleration of its repayment obligations, termination of one or more of the company financing agreements or force it to sell the company assets, which may adversely affect its cash flows, business, results of operations and financial condition.

• There have been past instances of delays by the Company in filing of certain GST returns and making payments under the Employees Provident Fund and Miscellaneous Provisions Act, 1952. Any future instances of such delays may result in levy of penalties on the Company.

• The company is dependent on its Promoters/ Directors for the functioning of the company`s business and the loss of or its inability to attract or retain such persons could adversely affect its business, results of operations and financial condition.

• The company may be affected by competition law, the adverse application or interpretation of which could adversely affect its business.

• Inability to protect, strengthen and enhance its existing reputation could adversely affect the company`s business prospects and financial performance.

• The company is subject to operational risks on account of obsolescence, destruction, breakdown of its equipment or failure to repair or maintain such equipment. Further, if the company does not continually enhance its business with the most recent equipment and technology, its ability to maintain and expand its markets may be adversely affected.

• Its business is dependent on the delivery of adequate and uninterrupted supply of electrical power and water at a reasonable cost and any shortage, disruption or non-availability of power and water may adversely affect its entire processing requirements and have an adverse impact on its business, results of operations and financial condition.

• Changes in technology may affect its business by making the company processing facilities or equipment less competitive or obsolete.

• Its Promoters and members of the Promoter Group will continue jointly to retain majority control over the Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.

• Its ability to pay dividends in the future will depends upon the company`s future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in its financing arrangements.

• If the company is unable to establish and maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.

• The average cost of acquisition of Equity Shares by its Promoter could be lower than the Issue Price.

• Land measuring 5,000 sq. mt. adjacent to our Manufacturing facility I is pending for conversion for industrial use.

• The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.

• The Issue price of its Equity Shares may not be indicative of the market price of the company`s Equity Shares after the Issue and the market price of its Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price.

• Any future issuance of Equity Shares, or convertible securities or other equity linked securities by the Company may dilute your shareholding and any sale of Equity Shares by its Promoters or members of its Promoter Group may adversely affect the trading price of the Equity Shares.

• Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of its Equity Shares, independent of the company operating results.

• Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

• QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

• Its Statutory Auditors have issued modified opinion on consolidated financial statements of the Group for the year ended March 31, 2023 in their Audit Report.

• Any shortfall in the supply of its raw materials or an increase in the company raw material costs, or other input costs for any of its business activity, may adversely affect the pricing and supply of the company products and may have an adverse effect on its business, results of operations and financial condition.