RBZ Jewellers Lt

Organised manufacturing setup under one roof.

Client mix and geographical spread enhancing understanding of customer preference and emerging trends;

Design and Innovation in its product range.

Brand built on the core values of trust, transparency and innovation.

Effective operations and internal control to achieve efficiency and reduce risks;

Experienced Promoters with young leadership and a demonstrated track record supported by experienced senior management team and board of directors.

The strength of the company`s brand is crucial to the success and its may not succeed in continuing to maintain and develop of the brand.

The Company requires significant amount of working capital for continued growth. Its inability to meet the working capital requirements, on commercially acceptable terms, may have an adverse impact on the business, financial condition and results of operations.

The company`s inability to respond to changes in demands and market trends in a timely manner and failure to expand of the product offering in a diversified manner may have an adverse effect on its business, results of operations and financial condition.

The company revenue and earnings are dependent on the sales mix consisting of retail and wholesale as well as provision of job work services and working capital requirements of each segment is different. If its are unable to balance or maintain this sales mix or balance working capital requirement for every segment in future, there could be an adverse impact on the company business, financial condition and results of operations.

The company is dependent on the long-term relationship with the customers. In particular, the process substantial volume of gold for the customers for whom the company work on jobwork basis. If such customers were to suffer a deterioration of their business, cease doing business with its or substantially reduce their dealings with it, the company revenues could decline, which could have adverse effect on its business, financial condition and results of operations.

Any failure in the company quality control processes, its inability to maintain or establish formal arrangements with third party manufacturers, and any disruptions at such third-party manufacturing facilities, or failure of such third parties to adhere to the relevant quality standards may have an adverse effect on its business, brand, results of operations and financial condition.

The company is dependent on the machinery and technology for the operations. Any break-down of the machinery may disrupt its manufacturing process. If the company fail to adopt new and improved technologies, our competitors may gain advantage over us. Both of these events may have an impact on our business, financial results and growth prospects. Our success and financial condition will depend on our ability to maximise our manufacturing capacities with the help of machinery and technologies.

The company revenues have been significantly dependent on sale of gold jewellery and gold jewellery processed, which accounted for 87.93%, 90.38% and 88.40% of the total revenue from operations for the Fiscals 2023, 2022 and 2021, respectively. Any factors adversely affecting the procurement of gold or the company sales of gold jewellery may negatively impact its business, financial condition, results of operations and prospects.

The company has availed unsecured loans from Promoters, Promoter Group and other companies that are recallable, at any time.

Failure to manage the company inventory could have an adverse effect on its net sales, profitability, cash flow and liquidity.

The company has had negative cash flows from operating activities for the period ended on March 31, 2023, and March 31, 2021 and may, in the future, experience similar negative cash flows.

As on date the company does not have any formal arrangement with its in-house artisans and the company may fail to retain skilled artisans which may affect the design quality and could also lead to decrease in the company manufacturing output which may adversely impact its business, results of operations and financial condition.

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

The company income and sales are subject to seasonal fluctuations and lower income in a peak season may have a disproportionate effect on the results of operations.

The company`s business depends on the Promoters, KMPs and SMPs and the loss of or its inability to attract or retain, such persons could adversely affect the company business, cash flows, results of operations and financial condition.

Its may be subject to fraud, raw material or jewellery theft, design theft, employee negligence or similar incidents.

The company manufacturing facility and showroom are located only in Ahmedabad, Gujarat. Any adverse development affecting such region may have an adverse effect on its business, prospects, financial condition, and results of operations.

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

In the past there have been instance of malware attack on the systems of the Company. Any such future attack may result in loss of data, disruption in business operations and loss of revenue.

There have been certain instances of non- compliances, including with respect to certain secretarial/regulatory filings for corporate actions taken by the Company in the past and delay in creation of statutory reserves. Further, there are certain discrepancies in secretarial records and in filings with the RoC. Consequently, Its may be subject to regulatory actions and penalties for any such non-compliance and the business, financial condition and reputation may be adversely affected.

The Company has delayed in payment of statutory dues in the past under the statutory provisions of the IT Act, the Central Goods and Services Tax Act, 2017, the Employees Provident Funds and Miscellaneous Provisions Act, 1952 and for Employee State Insurance Act, 1948 ("ESI Act"). Such non-compliance and delayed compliance may attract penalties against the Company which could impact the financial position of it to that extent.

The company is subject to extensive statutory and regulatory requirements and supervision.

The company is required to obtain, renew or maintain certain statutory and regulatory permits and approvals required to operate its business. Non-compliance with existing or changes to environmental, health and safety, labour laws and other applicable regulations by it may adversely affect the company business, financial condition, results of operations and cash flows.

The agreements governing the company indebtedness contain conditions and restrictions on the operations, additional financing and capital structure.

The company Promoters will continue to retain significant control in the Company, which will allow them to influence the outcome of matters submitted to shareholders for approval.

The company has contingent liabilities.

The Company and its retail division have not obtained registration for the corporate logos, and failure to protect the logos would adversely affect its business, financial condition and results of operations. Further, the application of registration of trademark of the retail division is made in the name of the Promoter `Harit Rajendrakumar Zaveri`. If the use of such trademark is not allowed by the Promoter on a commercially acceptable terms, the company might not be able to use such trademark.

The company may be subject to labour unrest, slowdowns and increased wage costs.

The company insurance may be insufficient to cover all losses associated with its business operations.

The company, as well as the Directors and Promoters are involved in certain legal and regulatory proceedings that, if decided unfavourably, may adversely affect its business, results of operations and financial condition.

The immediate relatives of the Promoters, who are deemed to be a part of the Promoter Group under SEBI ICDR Regulations have not provided consent, information or any confirmations or undertakings pertaining to themselves which are required to be disclosed in relation to a member of the Promoter Group in this Draft Red Herring Prospectus.

In addition to normal remuneration, other benefits and reimbursement of expenses some of the Directors (including the Promoters) are interested in the Company to the extent of their shareholding and dividend entitlement in the Company.

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

There are common pursuits between the Company and members of the Promoter Group. Further, the members of the Promoter Group are engaged in similar line of business and the company do not have any noncompete agreements with any one of them which may adversely impact its business operations.

The average cost of acquisition of Equity Shares by the Promoters is lower than the issue price of the Equity Shares offered through the present Issue.

The Company does not have any documentary evidence for the professional experience of two (2) of the Non-Executive Independent Directors.

Certain sections of this Draft Red Herring Prospectus disclose information from an industry report commissioned by it from CARE Advisory Research and Training Limited who is an independent thirdparty entity and is not related to the Company, its Promoters or Directors in manner whatsoever. Any reliance on such information for making an investment decision in the Issue is subject to inherent risks.

The company management will have broad discretion over the use of 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 or in the terms of any contract as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior shareholders` approval.

The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Issue. Its funding requirements and deployment of the Net Proceeds of the Issue are based on management estimates and have not been independently appraised.

Failure to protect credit card or debit card data or any data related to any other electronic mode of payment, or any other personal information that the collect at the retail showroom may disrupt the company operations and harm its reputation.

Its face competition in the markets in which the company operate and may not be able to effectively compete in the future.

The company Promoters and Promoter Group have provided personal guarantees and securities to secure certain of the loan facilities, which if revoked or invoked may require alternative guarantees, repayment of amounts due or termination of the facilities.

If its fail to convert existing customers into repeat customers or to acquire new customers, its business, financial condition, and results of operations could have an adverse effect.

The company has included certain non-GAAP financial and operational measures related to the operations and financial performance that may vary from any standard methodology that may be applicable across the industry in which its operate, and which may not be comparable with financial, operational or industry related statistical information of similar nomenclature computed and presented by similar companies.

The company has taken an area of 1,250 sq. ft. of its retail showroom on lease basis which is approximately 11% of the total area within which its retail showroom functions. If the company is unable to renew existing leases and licenses or relocate to the operations on commercially reasonable terms, there may be temporary business disruption and operations.

In the past the company used to have advance gold purchase schemes in its retail business which have been discontinued and the can`t assure you that the company will not be subject to regulatory actions and penalties in respect of these past advance gold purchase schemes, which may have adverse effect on its business, financial condition and reputation.