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One of our Promoters, Mr. Kollareddy Rama Raghava Reddy, had received a notice in 2015 from the Central Bureau of Investigation ("CBI") in relation to the formation and operations of our Subsidiary, BEML Midwest Limited. Any regulatory actions in relation to this notice, could adversely affect our and our Promoter`s reputation or divert the time and attention of our management, and accordingly, may affect our business and results of operations.
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Our estimates of natural stone reserves in our Mines may be materially different from the quantity and quality of natural stone that may actually be recovered from such Mines. Further, our estimates of mine life, i.e., the operational lifespan of a Mine, may prove to be inaccurate and market price fluctuations and changes in operating and capital costs may render certain or all of our natural stone reserves uneconomical to exploit.
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Our business operations are subject to regulation. We are required to obtain, renew or maintain statutory and regulatory approvals to operate our business, and we may experience delays in obtaining, renewing or maintaining such approvals or be unable to obtain such approvals due to litigation and change in regulatory landscape.
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There are outstanding legal proceedings involving our Company, our Subsidiaries, our Directors and our Promoters. Any adverse outcome in such proceedings may adversely affect our reputation, business, results of operations, cash flows and financial condition.
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Our Company and one of our Promoters, Mr. Kollareddy Rama Raghava Reddy, are involved in a dispute with BEML Limited ("BEML"), the joint venture partner in BEML Midwest Limited ("BEML Midwest"), one of our Subsidiaries which is currently under liquidation by order of the National Company Law Tribunal. In this connection, various legal proceedings have been initiated and the Ministry of Corporate Affairs, Government of India ("MCA") had ordered an investigation into the affairs of BEML Midwest. The results of such investigation included certain adverse recommendations against Mr. Kollareddy Rama Raghava Reddy. Such proceedings, or any further regulatory actions in relation to this dispute, could adversely affect our and our Promoter`s reputation or divert the time and attention of our management, and accordingly, may affect our business and results of operations.
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We have entered into and propose to enter into new business segments and our inability to establish ourselves in such nascent business segments could adversely affect, our business condition, results of operations and cash flows.
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Our previous statutory auditors have issued qualified audit reports and included certain other matters in their audit reports on the consolidated financial statements of our Company as of, and for the Fiscal ended March 31, 2023.
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We depend on certain key customers for a portion of our revenue from operations, with our top 10 customers contributing 63.22%, 51.21%, 48.37% and 53.51% of our revenue from operations in the three-month period ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. A decrease in the revenue we earn from such customers could adversely affect our business, results of operations, cash flows and financial condition.
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We also derive our revenue from operations from outside India and during the three-month period ended June 30, 2025, Fiscals 2024 and 2023, more than 50% of our revenue from operations was derived from customers located in China, which acts as a global distribution hub for the Granite industry. Any adverse developments in these markets or an inability of China to continue to act as a hub to cater to the global demands, could adversely affect our business and results of operations.
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We have made incorrect form filings in the past, including those relating to the appointment of certain of our directors, and some of the forms relating to the allotment of certain of our Equity Shares in the past are not traceable. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard.
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We derive a portion of our revenue from the sale of Black Galaxy Granite (69.77%, 69.55%, 72.35% and 70.46% in the three-month period ended June 30, 2025 and Fiscals 2025, 2024 and 2023, respectively), which is produced from three Mines located in Chimakurthy, Andhra Pradesh. The disruption of production at our Black Galaxy Granite Mines or reduction in demand for Black Galaxy Granite could adversely affect our business, financial condition, results of operations and cash flows.
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We intend to utilize a portion of the Net Proceeds for funding our capital expenditure requirements which includes the establishment of the Phase II Quartz Processing Plant (through investment in Midwest Neostone, our wholly owned subsidiary, by way of an unsecured loan, which has incurred losses in the past and has only generated ?0.60 million and ?0.41 million for the three months period ended June 30, 2025 and Fiscal 2025, respectively, and no revenue from operations in Fiscals 2024 and 2023), electrification of our mine equipment and integration of certain of our facilities with solar energy. As of the date of this Red Herring Prospectus, we have not placed the orders and have not entered into definitive agreements for the capital expenditure proposed to be funded from the Net Proceeds which may expose us to the risk of unanticipated delays in implementation and cost overruns. Further, there can be no assurance that our planned capital expenditures will result in an increase of our revenue from operations or business growth.
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Our Mines, Granite processing facilities, Diamond Wire manufacturing facility, Quartz Processing Plant and Registered Office are located in the southern Indian states of Telangana and Andhra Pradesh and any adverse changes in the region can adversely impact our business, financial condition, results of operations and cash flows.
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We have certain contingent liabilities and commitments which, if materialized, may adversely affect our financial condition.
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We are highly dependent on our Promoters, our Key Managerial Personnel and our Senior Management. Any inability on our part to retain or recruit skilled personnel could adversely affect our business, results of operations and financial condition.
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Certain of our Subsidiaries and Joint Ventures have incurred losses in the past. Any future losses could adversely affect our operations, financial conditions and results of operations.
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We have experienced negative cash flows from operating activities during Fiscal 2023. Any negative cash flows in the future would affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial condition.
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Our Company has not executed sale deeds with one of our Promoters for the acquisition of land and failure to timely execute the sale deed for such transactions or a failure in mutation of the land records in favour of our Company could adversely affect our financial condition and results of operations.
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There have been certain instances of delays in payment of statutory dues by our Company. Any further delays in payment of statutory dues may attract financial penalties and may adversely affect our business, financial condition and results of operations.
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Royalty, Seignorage and Cess Fees are a considerable component of our total expenses. Changes in royalty rates, seignorage and cess fees could have an adverse effect on our profitability, financial condition and results of operations.
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Exchange rate fluctuations may adversely affect our business, financial conditions, cash flows and results of operations.
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We have power and fuel requirements and incur operating expenditure. Further, our existing and proposed solar installations will not cater to the entirety of our power requirements. Any disruption to the supply of power or any change in our operating costs could disrupt our manufacturing operations and increase our production costs, which could adversely affect our results of operations.
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Our inability to successfully secure additional resources and reserves that can be exploited economically could materially and adversely affect our results of operations, profitability and financial condition.
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While acquiring land parcels or other properties, we may not be aware of legal uncertainties and defects such as ambiguities in the ownership of the property by the seller of such property, which may have an adverse impact on our ability to conduct our business and operations on such lands.
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The activities carried out at our Mines, processing facilities and Diamond Wire manufacturing facility are hazardous in nature and may result in injury to persons or property.
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Our operations are subject to environmental laws and regulations. We may have to incur material costs to comply with these regulations or suffer material liabilities or damages in the event of an incident or non-compliance of environmental and other similar laws and regulations.
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Industry information included in this Red Herring Prospectus has been derived from the CRISIL Report, which was prepared by CRISIL Intelligence and exclusively commissioned and paid for by our Company for the purposes of the Offer, and any reliance on information from the CRISIL Report for making an investment decision in the Offer is subject to inherent risks.
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Our Company has entered into joint venture agreements with other parties for certain of our business ventures and a failure by our Company to perform its obligations could impose additional financial and performance obligations resulting in reduced profits or, in some cases, losses, and it could adversely affect our business, results of operations and financial condition.
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We cannot assure you that the Objects of the Offer will be achieved within the expected time frame, or at all, and any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.
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We intend to utilize a portion of the Net Proceeds to replace certain of our diesel-based dump trucks with electric dump trucks and our relative inexperience in their operation and maintenance could adversely affect our business, results of operations and prospects.
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Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates and may be subject to change based on various factors, some of which are beyond our control.
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Our operations are dependent on ongoing research and development ("R&D") activities, and our inability to identify mineral bearing parcels suitable for mining activities, evaluating emerging technologies and industry methods, customer preferences and regulatory change could adversely affect our business.
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Our operations are labor intensive and may be subject to strikes, work stoppages or increased wage demands by our employees or the employees of our sub-contractors.
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This Red Herring Prospectus includes certain Non-GAAP Measures, financial and operational performance indicators and other industry measures related to our operations and financial performance. The Non-GAAP Measures and industry measures may vary from any standard methodology that is applicable across the Indian mining industry and, therefore, may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.
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We are dependent on third party transporters and certain ports for the delivery of our products and are exposed to the risk of disruption in their operations or a decrease in the quality of their services.
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Inability to effectively utilize our installed Granite processing capacity could have an adverse effect on our financial performance.
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Our Registered Office is located on premises not owned by us and has been leased to us. Any non-renewal of the lease may lead to disruptions and affect our business operations.
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Our operations may be affected by changes in weather conditions and adverse weather conditions may have a material impact on our operations.
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We have operations in foreign countries which exposes us to risks inherent to operations in foreign jurisdictions.
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The title rights or other interests overland where our land over which we have rights are located may be subject to legal uncertainties and defects, which may interfere with our ownership result in us incurring costs to remedy and cure such defects.
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We operate in an industry with a few large players and any increased competition with them may lead to a reduction in our revenues, reduced profit margins or a loss of market share.
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Uncertainty regarding the real estate, infrastructure, and other related markets could adversely affect the demand for our products and services.
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Our customers may engage in transactions in or with countries or persons that are subject to U.S. and other sanctions.
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Our mining operations could be subject to adverse publicity which could adversely affect our brand, business, financial condition, results of operations and prospects.
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Information relating to the installed capacity, actual production and capacity utilization of our manufacturing facilities included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.
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Our financing arrangements contain certain restrictive covenants, and non-compliance with any of the covenants of our financing agreements could trigger an event of default.
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We enter into certain related party transactions in the ordinary course of our business and we cannot assure you that such transactions will not adversely affect our financial condition and results of operations.
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Our business is capital intensive. We may not be able to obtain future financing on favorable terms or at all or furnish bank guarantees in the future. If we experience insufficient cash flows from our operations or are unable to borrow funds to meet our working capital requirements, it may materially and adversely affect our business and results of operations.
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We are subject to risks arising from interest rate fluctuations, which could reduce our profitability and adversely affect our business, cash flows, financial condition and results of operations.
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Our insurance coverage may not be adequate to protect us against all material risks.
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We have paid dividends to our Promoters during Fiscal 2023 and our Promoters are interested in our Company to the extent of their shareholding and any dividend entitlement arising from such shareholding.
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Any disruption or failure of our technology systems may adversely affect our business and operations. Additionally, we could face challenges in implementation of new technologies for our operations.
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Any failure to protect our intellectual property rights could adversely affect our competitive position, business, financial condition and results of operation.
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We will continue to be controlled by our Promoters after the completion of the Offer and there may be a conflict of interest between the interests of our Promoters and other shareholders.
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Certain of our Subsidiaries and Joint Ventures are engaged in similar lines of business as our Company, and certain of our Promoters and Promoter Group have nominal shareholding in such entities.
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Our Company will not receive the proceeds from the Offer for Sale.
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Our Promoters, our Directors and Key Managerial Personnel have interests in our business other than the reimbursement of expenses incurred or normal remuneration or benefits.