Kalyan Jewellers India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors are pleased to present the 17^th Annual Report of the Company together with the audited financial
statements (consolidated and standalone) for the year ended March 31, 2025.

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	217,871.41	158,590.40	251,896.67	186,219.93
Total Expenses	208,548.76	151,149.19	242,300.66	178,331.68
Profit before tax	9,322.65	7,441.21	9,596.01	7,888.25
Tax expense	2,435.83	1,900.63	2,454.28	1,925.40
Profit for the year	6,886.82	5,540.58	7,141.73	5,962.85

STANDALONE FINANCIAL RESULTS

During the Financial Year (FY) 2024-25, the Company
has achieved a total income of H 217,871.41 million as
compared to H 158,590.40 million in FY24. The profit
before tax for FY 2024-25 stood at H 9,322.65 million
compared to H 7,441.21 million achieved in FY24.
The profit after tax stood at H 6,886.82 million for
FY 2024-25 as compared to H 5,540.58 million for the
previous year.

CONSOLIDATED FINANCIAL RESULTS

The Company''s consolidated total income for
FY 2024-25 was H 251,896.67 million as compared to
H186,219.93 million for the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF
ANY

There was no change in the nature of business of
the Company.

DIVIDEND

The Board of Directors at their meeting held on
May 8, 2025 has recommended payment of H 1.50
per equity share being 15% on the face value of H 10
each as final dividend for the financial year ended
March 31, 2025. The payment of dividend is
subject to approval of the shareholders at the
17^th Annual General Meeting (“AGM”) of the Company.
The dividend if approved by the members would
involve a cash outflow of H 1,547.153 million.
The dividend payout is in accordance with the
Company''s dividend distribution policy.

In view of the changes made under the Income Tax
Act, 1961, by the Finance Act, 2020, dividends paid
or distributed by the Company shall be taxable in
the hands of the shareholders. Your Company shall,
accordingly, make the payment of the dividend after
deduction of tax at source.

Pursuant to Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”), the
Dividend Distribution Policy duly approved by the
Board is available on the website of the Company and
can be accessed at https://www.kalyanjewellers.net/
images/investors-new/pdf/corporate-governance/
policies/Dividend%20Distribution%20Policy.pdf

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the
Reserves for the FY ended March 31, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO
THE IEPF

In accordance with the provisions of Sections 124 and
125 of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), dividends of a company which
remain unpaid or unclaimed for a period of seven
years from the date of transfer to the Unpaid Dividend
Account shall be transferred by the Company to the
Investor Education and Protection Fund (“IEPF”). In
terms of the foregoing provisions of the Act, there is
no dividend which remains outstanding or remain to
be paid & require to be transferred to the IEPF by the
Company during the year ended March 31, 2025.

SHARE CAPITAL

During the year under review, the Company has allotted
13,82,318 equity shares under its Employee Stock
Option Plan (ESOP). Pursuant to these allotments, the
paid-up equity share capital increased to H 10,314.35
million, comprising 1,03,14,35,375 equity shares of
H 10 each as on March 31, 2025. The authorised share
capital remained unchanged at H 20,005 million. No
shares with differential rights or sweat equity shares
were issued during the year.

MANAGEMENT DISCUSSION & ANALYSIS
REPORT

Pursuant to Regulation 34(2) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a
Management Discussion and Analysis Report is given
in Annexure - 1.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (SEBI
(LODR) Regulations, 2015) a report on Corporate
Governance along with a Certificate from the
Company Secretary in Practice towards compliance
of the provisions of Corporate Governance, forms an
integral part of this Annual Report and are given in
Annexure - 2 and Annexure - 3 respectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135
of the Act, the Company has constituted a Corporate
Social Responsibility (CSR) Committee and also
formulated a Corporate Social Responsibility Policy
(CSR Policy) which is available on the website of
the Company at https://www.kalyaniewellers.net/
images/investors-new/pdf/corporate-governance/
policies/CSR%20Policy%20Version.pdf

An Annual Report on CSR activities of the Company
during the FY25 as required to be given under Section
135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014
has been provided as an Annexure-4 to this Report.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no material changes and commitments that
have occurred between the end of the financial year
of the Company to which the financial statements
relate and the date of this report which may affect
the financial position of the Company.

RISK MANAGEMENT

The Board of Directors at its meeting held on
August 20, 2020 had constituted the Risk Management
Committee. The details about the composition
of Risk Management Committee and number of
meetings held are given in the Corporate Governance
Report. Further, Pursuant to Section 134(3)(n) of
the Companies Act, 2013 and Regulation 17(9) of
SEBI (LODR) Regulations, 2015, the Company has
formulated and adopted a Risk Management Policy.

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified by

the businesses and functions are systematically
addressed through mitigating actions on a continuing
basis. Our internal control encompasses various
managements systems, structures of organisation,
standard and code of conduct which all put together
help in managing the risks associated with the
Company. In order to ensure the internal controls
systems are meeting the required standards, it is
reviewed at periodical intervals. If any weaknesses
are identified in the process of review the same are
addressed to strengthen the internal controls which
are also revised at frequent intervals.

There are no risks which in the opinion of the Board
threaten the existence of the Company. However,
some of the risks which may pose challenges are
set out in the Management Discussion and Analysis
which forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE-BLOWER
POLICY FOR DIRECTORS AND EMPLOYEES

The Company has formulated a comprehensive
Whistle-blower Policy in line with the provisions of
Section 177(9) and Section 177(10) of the Companies
Act, 2013 with a view to enable the stakeholders,
including Directors, individual employees to freely
communicate their concerns about illegal or unethical
practices and to report genuine concerns to the Audit
Committee of the Company. The mechanism provides
adequate safeguards against victimisation of
Directors or employees who avail of the mechanism.
The Vigil Mechanism has been placed in the website
of the Company at https://www.kalyanjewellers.net/
images/investors-new/pdf/corporate-governance/
policies/Whistle%20Blower%20Policy.pdf?v2

DISCLOSURES AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has adopted a policy against sexual
harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules
framed thereunder. The Company has constituted
an Internal Complaints Committee for the redressal
of complaints on sexual harassment. During the year,
the Company had not received any complaint on
sexual harassment and no complaint was pending as
on March 31, 2025.

Pursuant to the Companies (Accounts) Second
Amendment Rules, 2025, the following details
are disclosed:

• Number of complaints of sexual harassment
received during the year: 0

• Number of complaints disposed of during the
year: 0

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

The» Cnmn^nv h^rl fnllnwinn qi ihcrirli^ripc: sc nn M^rrh 71 9097

Sl. No. Name of the Subsidiaries/ Joint Venture/ Associate Company		Relationship
1	Enovate Lifestyles Private Limited	Direct Subsidiary
2	Kalyan Jewellers, INC., USA	Direct Subsidiary
3	Kalyan Jewellers FZE, UAE	Direct Subsidiary
4	Kalyan Gold & Diamond Jewellery Limited	Direct Subsidiary
5	Kalyan Jewellers LLC, UAE	Subsidiary
6	Kalyan Jewellers SPC, Oman	Subsidiary
7	Kalyan Jewellers for Golden Jewellery Company, W.L.L.,Kuwait	Subsidiary
8	Kalyan Jewellers W.L.L, Qatar	Subsidiary
9	Kalyan Jewellers Procurement LLC, UAE	Subsidiary
10	Kalyan Jewellers Procurement SPC, Oman	Subsidiary
11	Kenouz Al Sharq Gold Ind. LLC, UAE	Subsidiary
12	Kalyan Al Sharq Jewellers Procurement WLL	Subsidiary

• Number of complaints pending for more than 90
days: 0

The Company has zero tolerance towards any kind
of sexual harassment and maintains a safe working
environment for all employees.

COMPLIANCE UNDER THE MATERNITY
BENEFIT ACT, 1961

The Company confirms that it has complied with the
provisions of the Maternity Benefit Act, 1961 during
the year under review, and has ensured that all eligible
women employees received the benefits mandated
under the Act.

DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
(31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the FY25.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed
by the regulators or courts or tribunals impacting
the going concern status and Company''s operations
in future.

CREDIT RATING

During the year under review, ICRA Limited, a credit
rating agency registered with SEBI had issued a rating
of A stable for the long-term loan term facilities and
A1 for short-term fund based loans.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a)
and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Annual Return (Form MGT-7) for the
financial year ended March 31, 2025 is available on the
Company''s website and can be accessed at https://
www.kalyanjewellers.net/investors/shareholder-
information/shareholding-pattern.php.

RELATED PARTY TRANSACTIONS

All related party transactions which were entered
during the Financial Year were in the ordinary course
of business and on an arm''s length basis. All the
Related Party Transactions are placed before the
Audit Committee for prior approval, as required
under the Act and Listing regulations. A statement
of all Related Party Transactions is placed before the
Audit Committee for its review on a quarterly basis.

The Company has not entered into material contracts
or arrangements or transactions with related parties
in accordance with Section 188 of the Act read with
the Companies (Meetings of Board and its Powers)
Rules, 2014. There were no materially significant
Related Party Transactions made by the Company
during the year that would have required Shareholders
approval under the Listing Regulations.

Accordingly, the disclosure of related party
transactions as required under Section 134(3)
(h) of the Companies Act, 2013 in Form AOC-2 is
not applicable. Members may refer to notes to the
Standalone Financial Statements which sets out
related party disclosures pursuant to IND AS-24

The Company has adopted policy on Related Party
Transactions and can be accessed on the Company''s
website at https://www.kalyanjewellers.net/
images/investors-new/pdf/corporate-governance/
policies/Policv%20on%20Related%20Party%20
Transactions%202022.pdf

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act are
given in the notes to the financial statements.

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 DURING THE FINANCIAL YEAR

Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

a) Conservation of Energy

In its endeavours towards conservation of energy
your Company ensures optimal use of energy,
avoid wastages and endeavours to conserve
energy as far as possible.

b) Technology Absorption

Your Company has not carried out any research
and development activities during the year.

c) Foreign Exchange Earnings and Outgo

During the year, your Company''s foreign
exchange earnings were H 104.13 million and
foreign exchange outgo was H 350.61 million.

The highlights of the performance of Subsidiaries and
their contribution to the overall performance of the
Company are included as part of this Annual Report.

Pursuant to Section 129 (3) of the Companies
Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing
salient features of the financial statements of the
Company''s Subsidiaries and Associate Company
in Form No. AOC-1 is attached to this report as
Annexure - 5. Further, pursuant to the provisions
of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements
along with relevant documents and separate audited
financial statements in respect of subsidiaries, are
available on the Company''s website on https://
www.kalyaniewellers.net/investors/annual-report/
subsidiary-annual-reports.php

BOARD MEETINGS

During the year under review, Six Board meetings
were held, details of which are provided in the
Corporate Governance Report.

DIRECTORS

The Board of the Company is duly constituted and
functions in compliance with the applicable provisions
of the Companies Act, 2013 (“the Act”) and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”). None of the
Directors of the Company are disqualified under the
provisions of the Act or the Listing Regulations.

As on March 31, 2025, the Board comprises ten
Directors, of which three are Executive Directors and
seven are Non-Executive Directors, including five
Independent Directors. The composition of the Board
is in conformity with the provisions of Section 149 of
the Act and the Listing Regulations.

During the year under review, the shareholders of the
Company, through postal ballot resolutions passed
on May 2, 2024, approved the re-appointment of:

• Mr. T. S. Kalyanaraman (DIN: 01021928) as Managing
Director,

• Mr. T. K. Seetharam (DIN: 01021898) as Whole-time
Director, and

• Mr. T. K. Ramesh (DIN: 01021868) as Whole-time
Director.

Further, through postal ballot resolutions passed on
March 20, 2025, the shareholders approved:

• The re-appointment of Mr. Vinod Rai
(DIN: 00041867) as Chairman and Non-Executive
Independent Director for a second term of three
(3) years,

• The appointment of Mr. Anish Kumar Saraf
(DIN: 00322784) as a Non-Executive Director,

• The re-appointment of Mr. Salil Nair (DIN: 01955091)
as a Non-Executive Director for a second term of
five (5) years, and

• The re-appointment of Mr. Anil S. Nair
(DIN: 08327721) as a Non-Executive Independent
Director for a second term of five (5) years.

During the year, Mr. Anish Kumar Saraf resigned as
a Non-Executive Nominee Director following the
divestment of stake by Highdell Investment Ltd. in
the Company and was subsequently appointed as a
Non-Executive Director with effect from January
31, 2025.

In accordance with the provisions of the Act and
the Articles of Association of the Company, Mr. T. S.
Kalyanaraman (DIN: 01021928) and Mr. T. K. Ramesh
(DIN: 01021868), Executive Directors, retire by rotation
at the ensuing 17^th Annual General Meeting and being

eligible, have offered themselves for re-appointment.
The details of their re-appointment as required under
Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2 on General Meetings (SS-2)
form part of the Notice of the 17^th AGM.

There were no other changes in the composition of
the Directors of the Company during the year.

The list of directors of the Company is provided below.

Sl No	Name of the Director	Designation
1	Vinod Rai	Chairman & Independent Director
2	T. S. Kalyanaraman	Managing Director
3	T. K. Seetharam	Whole-time Director
4	T. K. Ramesh	Whole-time Director
5	Anish Saraf	Non-Executive Director
6	A. D. M. Chavali	Independent Director
7	Kishori Udeshi	Independent Director
8	T. S Anantharaman	Independent Director
9	Anil S. Nair	Independent Director
10	Salil Nair	Non-Executive Director

Pursuant to Regulation 34(3) and Schedule V
Para C clause (10)0) of the Listing Regulations,
Mr. MR Thiagarajan Practising Company Secretary,
Coimbatore has certified that none of the Directors
on the Board of the Company has been debarred
or disqualified from being appointed or continuing
as Directors of companies by the Securities and
Exchange Board of India/Ministry of Corporate Affairs
or any such statutory authority and the certificate
forms part of this Annual Report and is given as
Annexure - 6.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the following
are the Key Managerial Personnel of the Company:

1	T. S. Kalyanaraman	Managing Director
2	T. K. Seetharam	Whole-time Director
3	T. K. Ramesh	Whole-time Director
4	Sanjay Raghuraman	Chief Executive Officer
5	Swaminathan V.	Chief Financial Officer
6	Jishnu R. G.	Company Secretary & Compliance Officer

The remuneration and other details of these Key
Managerial Personnel for FY 2024-25 are provided in
the Annual Return which is available on the website
of the Company.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the
Companies Act, 2013 and Regulation 25 (3) of SEBI

(Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the
Independent Directors was held on March 17, 2025.
The Independent Directors at the meeting, inter alia,
reviewed the following.

• Performance of Non-Independent Directors and
Board as a whole.

• Performance of the Chairman of the Company,
taking into account the views of Executive Directors
and Non-Executive Director.

• Assessed the quality, quantity and timeliness of flow
of information between the Company Management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

All the Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs (''IICA'') towards the inclusion
of their names in the data bank and they meet
the requirements of proficiency self-assessment
test. The Company has received declarations of
independence in accordance with the provisions of
the Act as well as the LODR Regulations from all the
Independent Directors.

FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company has adopted a familiarisation
programme for Independent Directors with an
objective of making the Independent Directors
of the Company accustomed with the business
and operations of the Company through various
structured orientation programme. The familiarisation
programme also intends to update the Directors on
a regular basis on any significant changes therein
so as to be in a position to take well informed and
timely decision.

The details of the familarisation programme
undertaken have been uploaded on the Company''s
website and can be accessible at https://
www.kalyaniewellers.net/investors/corporate-
governance/familiarization-programs.php

ADEQUACY OF INTERNAL CONTROLS AND
COMPLIANCE WITH LAWS

The Company has in place adequate internal financial
controls with reference to financial statements. During
the year under review, such controls were tested and
no reportable material weakness in the design or
operation were observed.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling
within the meaning of Section 73 or 74 of the Act read

with the Companies (Acceptance of Deposits) Rules,
2014 during the financial year and as such, no amount
on account of principal or interest on deposits from
public was outstanding as of March 31, 2025.

SECRETARIAL STANDARDS

The Company has complied with the applicable
provisions of Secretarial Standards 1 and 2 issued
by the Institute of Company Secretaries of India and
notified by Ministry of Corporate Affairs.

AUDIT COMMITTEE AND OTHER BOARD
COMMITTEES

The details pertaining to the composition of the
Audit Committee and its role and details of other
committees of the Company are included in the
Corporate Governance Report, which is a part of this
Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS UNDER SUB-SECTION (12)

OF SECTION 143 OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Statutory Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any
statutory modification(s) or re-enactment(s) for the
time being in force).

EMPLOYEE STOCK OPTION SCHEMES

In order to recognise the contribution of employees in
the growth and success of the Company and to create
a sense of ownership and long-term commitment,
Kalyan Jewellers India Limited has formulated the
Kalyan Jewellers India Limited - Employee Stock
Option Plan 2020 (“Kalyan ESOP 2020”) by way of a
special resolution.

The Company strongly believes that offering an equity
component as part of the compensation structure
helps align the objectives of employees with those
of the organisation, thereby enhancing motivation,
retention, and performance. The Kalyan ESOP 2020
has been designed with the obiective of attracting
and retaining talented employees and rewarding
them for their contribution to the Company''s growth.

During the year under review, the Company has
allotted 13,82,318 employee stock options under
''Kalyan Jewellers India Limited Employee Stock
Option Plan 2020'' to its employees. The additional
details of stock options are provided under Notes to
Standalone Financial Statements.

These allotments were made in line with the vesting
conditions and objectives of the ESOP scheme to
reward and retain employees contributing to the
Company''s growth.

A certificate from the Secretarial Auditor of the
Company certifying that the ESOP scheme is
implemented in accordance with the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, will be
placed at the Annual General Meeting for inspection
by members.

The Employee Stock Option Scheme is in compliance
with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and there have been no material
changes to the Scheme during the FY25.

As required under the SEBI (Share Based Employee
Benefit and Sweat Equity) Regulations, 2021, the
applicable disclosures as on March 31, 2025, are
uploaded on the website of the Company at https://
www.kalyaniewellers.net/investors/shareholder-
information/others.php

PERFORMANCE EVALUATION OF BOARD
AND ITS COMMITTEES

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and as per
Guidance Note on Board Evaluation issued by SEBI on
January 5, 2017, the Board has carried out annual
performance evaluation of its own performance, the
Directors individually as well as evaluation of the
working of its Committees on March 17, 2025.

REMUNERATION POLICY

The Company has, on the recommendation of the
Nomination & Remuneration Committee, framed and
adopted a Nomination and Remuneration Policy in
terms of the Section 178 of the Act. The policy, inter
alia, lays down the principles relating to appointment,
cessation, remuneration and evaluation of directors,
key managerial personnel and senior management
personnel of the Company. The Nomination &
Remuneration Policy of the Company is available
on the website of the Company at https://www.
kalyaniewellers.net/images/investors-new/pdf/
corporate-governance/policies/Nomination%20
&%20Remuneration%20Policy.pdf

NON-EXECUTIVE DIRECTORS’
COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors
have any pecuniary relationship or transactions with
the Company which in the Judgement of the Board
may affect the independence of the Directors.

AUDITORS AND AUDITORS REPORTS
Statutory Auditors

The Shareholders had approved the appointment
of M/s. ''Walker Chandiok & Co LLP'', Chartered

Accountants, 6^th Floor, Modayil Centre point, Warriam
Road Junction, MG Road, Kochi - 682 016 Kerala,
India (Firm Registration No. 001076N/N500013) as
the Statutory Auditors of the Company, for a term of
5 consecutive years commencing from the conclusion
of 16^th AGM till the conclusion of 21^st AGM of the
Company. There is no qualification or adverse remark
in Auditors'' Report. There is no incident of fraud
requiring reporting by the Auditors under Section
143(12) of the Act.

Secretarial Auditors

The Board of Directors, pursuant to the provisions of
Section 204 of the Companies Act, 2013, appointed
Mr. M R Thiagarajan ACS-5327/CoP: 6487, Company
Secretary in Practice, as the Secretarial Auditor of
the Company, to carry out the Secretarial Audit for
the FY25. Secretarial Audit Report, issued by the
Secretarial Auditor in Form No. MR-3 forms part of
this Report and is annexed herewith as Annexure-
7. The Company has undertaken an audit for the
Financial Year ended March 31, 2025 for all applicable
compliances as per the Regulation 24A of the
Listing Regulations and Circulars/Guidelines issued
thereunder. The Annual Secretarial Compliance
Report to be issued by Mr. M R Thiagarajan will
be submitted to the Stock Exchanges as per the
Listing Regulations.

Cost Auditors

Your Company is not required to maintain cost
records as specified under Section 148 of the Act and
is not required to appoint Cost Auditors.

AUDITOR’S REPORT AND SECRETARIAL
AUDITOR’S REPORT

There are no disqualifications, reservations, adverse
remarks or disclaimers in the auditor''s report and
secretarial auditor''s report.

INTERNAL AUDITORS

M/s. Balaram & Nandakumar, Chartered Accountants,
Thrissur performs the duties of Internal Auditors of
the Company and their report is reviewed by the
Audit Committee quarterly.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that.

i. I n the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

ii. They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs

of the Company at the end of the financial year
and of the profit of the Company for that period;

iii. They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

iv. They have prepared the annual accounts on a
going concern basis;

v. They have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and are
operating effectively;

vi. They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
statutory and secretarial auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory
auditors and the reviews performed by management
and the relevant board committees, including the
audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate
and effective during FY 2024-2025.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing
Regulations, the initiatives taken by the Company
from an environmental, social and governance
perspective for the FY25 has been given in the
Business Responsibility and Sustainability Report
(BRSR) as per the format specified by SEBI Circular
no. SEBI/HO/CFD/CMD2/P/CIR/2021/562 dated
10^th May, 2021 which forms part of this report as
Annexure - 8.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Particulars of employees covered by the provisions
of Section 197 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given as
Annexure - 9 to this Report. In terms of provisions
of Section 197(12) of the Companies Act, 2013 and
Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a
statement showing names of the employees drawing
remuneration and other particulars, as prescribed in
the said Rules forms part of this report. However, in
terms of first proviso to Section 136(1) of the Act, the
Annual Report excluding the aforesaid information,

is being sent to the members of the Company. The
said information is available for inspection at the
Registered Office of the Company during working
hours and any member who is interested in obtaining
these particulars may write to the Company Secretary
of the Company.

During the year, the Company had no employee who
was employed throughout the FY or part thereof and
was in receipt of remuneration, which in the aggregate,
or as the case may be, at a rate which, in the aggregate,
is in excess of that drawn by the Managing Director or
Whole-time Director or Manager and holds by himself
or along with his spouse and dependent children, not
less than 2% of the equity shares of the Company.

CODE OF PRACTICES AND PROCEDURES FOR
FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION

The Board has formulated Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (“Fair Disclosure Code”) for
fair disclosure of events and occurrences that could
impact price discovery in the market for the Company''s
securities and to maintain the uniformity, transparency
and fairness in dealings with all stakeholders and
ensure adherence to applicable laws and regulations.
The copy of the same is available on the website of
the Company at https://www.kalyaniewellers.net/
images/investors-new/pdf/corporate-governance/
policies/Kalyan%20Jewellers%20Policv%20for%20
fair%20disclosure%20of%20UPSI.pdf

STATEMENT REGARDING OPINION OF THE
BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING
THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company,
Independent Directors on the Board of Company
hold highest standards of integrity and are highly
qualified, recognised and respected individuals
in their respective fields. It''s an optimum mix of
expertise (including financial expertise), leadership
and professionalism.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing
Regulations, the CEO and CFO of the Company have
certified the accuracy of the Financial Statements and
adequacy of Internal Control Systems for financial
reporting for the year ended March 31, 2025. The
certificate is given in Annexure - 10.

DECLARATION REGARDING COMPLIANCE
BY BOARD MEMBERS AND SENIOR

MANAGEMENT PERSONNEL WITH THE
COMPANY’S CODE OF CONDUCT:

The Code of Conduct of the Company aims at
ensuring consistent standards of conduct and ethical
business practices across the Company. This Code is
available on the website of the Company at web link
https://www.kalyaniewellers.net/images/investors-
new/pdf/corporate-governance/policies/Code%20
of%20Conduct%202022.pdf

Pursuant to the Listing Regulations, a confirmation
from the Managing Director regarding compliance
with the Code by all the Directors and senior
management of the Company is given in

Annexure - 11.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for
regulating, monitoring and reporting of trading of
shares by Insiders. This code lays down guidelines,
procedures to be followed and disclosures to be
made by the insiders while dealing with shares of the
Company and cautioning them on consequences of
non-compliances. The copy of the same is available
on the website of the Company at https://www.
kalyaniewellers.net/images/investors-new/pdf/
corporate-governance/policies/Code%20of%20
Conduct%202022.pdf

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives
and going beyond it, electronic copy of the Notice of
17^th Annual General Meeting of the Company including
the Annual Report for FY 2024-25 are being sent to
all Members whose e-mail addresses are registered
with the Company / Depository Participant(s).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their
appreciation of the support which the Company has
received from its promoters, shareholders, lenders,
business associates, vendors, customers, media the
employees and other stakeholders of the Company.

For and on behalf of the Board of Directors

T. S. Kalyanaraman

Managing Director
DIN: 01021928

T. K. Seetharam

Whole-time Director
DIN: 01021898

T. K. Ramesh

Place: Thrissur Whole Time Director

Date: May 8, 2025 DIN: 01021868

---

Mar 31, 2024

The Directors are pleased to present the 16^th Annual Report of the Company together with the audited financial statements (consolidated and standalone) for the year ended 31^st March 2024.

FINANCIAL RESULTS

(Rs. in Million) Standalone Consolidated Particulars ---- 2023-24 2022-23 2023-24 2022-23
Total Income	158,590.40	116,266.59	186,219.93	141,093.38
Total Expenses	151,149.19	110,683.26	178,331.68	135,045.65
Profit Before Exceptional Items And Tax	7,441.21	5,583.33	7,888.25	6,047.73
Profit before tax	7,441.21	5,250.82	7,888.25	5,715.22
Tax expense	1,900.63	1,352.71	1,925.40	1,395.90
Profit for the year	5,540.58	3,898.11	5,962.85	4,319.32

STANDALONE FINANCIAL RESULTS

During the Financial Year (FY) 2023-24, the Company has achieved a total income of ''158,590.40 million as compared to ''116,266.59 million in FY23. The profit before tax for FY2023-24 stood at ''7,441.21 million compared to ''5,250.82 million achieved in FY23. The profit after tax stood at ''5,540.58 million for FY2023-24 as compared to ''3,898.11 million for the previous year.

CONSOLIDATED FINANCIAL RESULTS

The Company''s consolidated total income for FY2023-24 was ''186,219.93 million as compared to ''141,093.38 million for the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company.

DIVIDEND

The Board of Directors at their meeting held on May, 10, 2024 has recommended payment of ''1.20 per equity share being 12% on the face value of ''10 each as final dividend for the financial year ended March,31 2024. The payment of dividend is subject to approval of the shareholders at the 16^th Annual General Meeting (“AGM”) of the Company. The dividend if approved by the members would involve a cash outflow of ''1,236.06 million. The dividend payout is in accordance with the company''s dividend distribution policy

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in

the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.kalyanjewellers.net/ images/investors-new/pdf/corporate-governance/ policies/Dividend%20Distribution%20Policy.pdf?v2

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the Reserves for the FY ended March, 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid & require to be transferred to the IEPF by the Company during the year ended March 31, 2024.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has

not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. The authorised capital of the Company stood at ''20,005 million.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is given in Annexure 1.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure - 2 and Annexure - 3 respectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.kalvaniewellers.net/ images/investors-new/pdf/corporate-governance/ policies/CSR%20Policy%20Version.pdf

An Annual Report on CSR activities of the Company during the financial year 2023-24 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure-4 to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

RISK MANAGEMENT

The Board of Directors at its meeting held on August 20, 2020 had constituted the Risk Management Committee. The details about the composition of Risk Management Committee and number of

meetings held are given in the Corporate Governance Report. Further, Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Risk Management Policy.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES.

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at https://www.kalyaniewellers.net/ images/investors-new/pdf/corporate-governance/ policies/Whistle%20Blower%20Policy.pdf?v2

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted an Internal Complaints Committee for the redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2024.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to notes to the Standalone Financial Statements which sets out related party disclosures pursuant to IND AS-24

The Company has adopted policy on Related Party Transactions and can be accessed on the Company''s website at https://www.kalyaniewellers.net/ images/investors-new/pdf/corporate-governance/ policies/Policv%20on%20Related%20Partv%20 Transactions%202022.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

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 DURING THE FINANCIAL YEAR.

Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

In its endeavours towards conservation of energy your Company ensures optimal use of energy, avoid wastages and endeavours to conserve energy as far as possible.

b) Technology Absorption

Your Company has not carried out any research and development activities during the year.

c) Foreign Exchange Earnings and Outgo

During the year, your Company''s foreign exchange earnings were ''122.46 million and foreign exchange outgo was ''77.41 million.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY The Company had the following subsidiaries as on March 31, 2024
Sl No	Name of the Subsidiaries/ Joint Venture/ Associate Company	Relationship
1	Enovate Lifestyles Private Limited	Direct Subsidiary
2	Kalyan Jewellers, INC., USA	Direct Subsidiary
3	Kalyan Jewellers FZE, UAE	Direct Subsidiary
4	Kalyan Jewellers LLC, UAE	Subsidiary
5	Kenouz Al Sharq Gold Ind. LLC, UAE	Subsidiary
6	Kalyan Jewellers SPC, Oman;	Subsidiary
7	Kalyan Jewellers For Golden Jewellery Company, W.L.L.,Kuwait	Subsidiary
8	Kalyan Jewellers LLC, Qatar	Subsidiary
9	Kalyan Jewellers Bahrain W.L.L. (upto 31 March 2023)	Subsidiary
10	Kalyan Jewellers Procurement SPC, UAE	Subsidiary
11	Kalyan Jewellers Procurement SPC, Oman	Subsidiary

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2023-24.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

During the year under review, ICRA Limited, a credit rating agency registered with SEBI had issued a rating of A stable for the long term loan term facilities and A1 for short-term fund based loans.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company''s website and can be accessed at https://www.kalyaniewellers.net/images/investors-new/pdf/annual-report/annual-returns/Annual%20 Return%202024.pdf

RELATED PARTY TRANSACTIONS

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm''s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the Listing Regulations.

The highlights of the performance of Subsidiaries and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiaries and Associate Company in Form No. AOC-1 is attached to this report as Annexure - 5. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website on https://www.kalyaniewellers.net/investors/

annual-report/subsidiary-annual-reports.php

BOARD MEETINGS

During the year under review, five Board meetings were held, details of which are provided in the Corporate Governance Report.

DIRECTORS

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or the Listing Regulations. The Board of Directors of the Company comprises of ten directors, of which three are Executive and seven are Non-Executive Directors, including five independent directors, one Non-Executive Director and one Nominee Director. The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013.

During the FY2023-24 the shareholders of the Company at the 15^th AGM held on August 12, 2023 had approved the reappointment of Mr. T. S. Anantharaman (DIN: 00480136) as an Independent

Director for a second term of three (3) years with effect from December 15, 2023 till December 14, 2026.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Salil Nair (DIN 01955091), Non Executive Director and Mr. T.K. Seetharam (DIN: 01021898), Executive Director of the Company retire by rotation and being eligible, Offer themselves for reappointment at the ensuing AGM. Their appointment details are placed for approval of the members and form part of the notice of the 16^th AGM. The information about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice convening the 16^th AGM.

There were no other changes in the composition of the Directors of the Company during the year.

The list of directors of the Company is provided below.

Sl No	Name of the Director	Designation
1	Vinod Rai	Chairman & Independent Director
2	T. S. Kalyanaraman	Managing Director
3	T. K. Seetharam	Whole-time Director
4	T. K. Ramesh	Whole-time Director
5	Anish Saraf	Non-Executive Nominee Director
6	A. D. M. Chaval	Independent Director
7	Kishori Udeshi	Independent Director
8	T. S Anantharaman	Independent Director
9	Anil S. Nair	Independent Director
10	Salil Nair	Non- Executive Director

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. MR Thiagaraian, Practising Company Secretary, Coimbatore has certified that none of the Directors on the Board of the Company has been debarred

The remuneration and other details of these Key Managerial Personnel for FY2023-24 are provided in the Annual Return which is available on the website of the Company.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 12, 2024. The Independent Directors at the meeting, inter alia, reviewed the following.

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Director.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank and they meet

or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report and is given as Annexure 6.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

1	T. S. Kalyanaraman	Managing Director
2	T. K. Seetharam	Whole-time Director
3	T. K. Ramesh	Whole-time Director
4	Sanjay Raghuraman	Chief Executive Officer
5	Swaminathan V	Chief Financial Officer
6	Jishnu RG	Company Secretary & Complaince Officer

the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a familiarisation programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme. The familiarisation programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well informed and timely decision.

The details of the familiarisation programme undertaken have been uploaded on the Company''s website and can be accessible at https:// www.kalyaniewellers.net/investors/corporate-governance/familiarization-programs.php

ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as of March, 31 2024.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role and details of other committees of the Company are included in the Corporate Governance Report, which is a part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER DIRECTORS (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

EMPLOYEE STOCK OPTION SCHEMES

During the year under review, the Company has granted 28,58,201 employee stock options under ''Kalyan Jewellers India Limited Employee Stock Option Plan 2020'' to its employees. The additional details of stock options are provided under Notes to Standalone Financial Statements.

Pursuant to the requirements of the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, a certificate has been issued by the Secretarial Auditors of the Company confirming that the Plan has been implemented in accordance with the said Regulations and in accordance with the resolution passed by the Company in the General Meeting. As required under the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the applicable disclosures as on March 31, 2024, are uploaded on the website of the Company at https:// www.kalyaniewellers.net/investors/shareholder-information/others.php

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees on March 12, 2024.

REMUNERATION POLICY

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://www. kalyaniewellers.net/imaqes/investors-new/pdf/ corporate-qovernance/policies/Nomination%20 &%20Remuneration%20Policy.pdf

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors.

AUDITORS AND AUDITORS REPORTS

Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, 7^th Floor, Times Square, Door No. 62, A. T. T. Colony Road, Coimbatore - 641 018 (Firm Registration No. 117366W/W-100018) will complete their present term on conclusion of the ensuing 16^th AGM. There is no qualification or adverse remark in Auditors'' Report. There is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Act.

The Board of Directors have recommended the appointment of M/s. ''Walker Chandiok & Co. LLP'', Chartered Accountants,6^th Floor, Modayil Centre point, Warriam Road Junction, MG Road, Kochi - 682 016 Kerala, India (Firm Registration No 001076N/ N500013) as the Statutory Auditors of the Company, for a term of 5 consecutive years commencing from the conclusion of 16^th AGM till the conclusion of 21^st AGM of the Company. M/s. ''Walker Chandiok & Co LLP'', Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office as Statutory Auditors of the Company.

Secretarial Auditors

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed Mr. M R Thiagarajan ACS-5327/CoP: 6487, Company Secretary in Practice, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2023-24. Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR -3 forms part of this Report and is annexed herewith as Annexure- 7. The Company has undertaken an audit for the Financial Year ended March 31, 2024 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report to be issued by Mr. V Ramkumar will be submitted to the Stock Exchanges as per the Listing Regulations.

Cost Auditors

Your Company is not required to maintain cost records as specified under Section 148 of the Act and is not required to appoint Cost Auditors.

AUDITOR’S REPORT AND SECRETARIAL AUDITOR’S REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s report and secretarial auditor''s report.

INTERNAL AUDITORS

M/s. Balaram & Nandakumar, Chartered Accountants, Thrissur performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee quarterly.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that.

i. I n the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-2024.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective for the Financial Year 2023-24 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD2/P/CIR/2021/562 dated 10^th May, 2021 which forms part of this report as Annexure-8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure -9 to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

During the year, the Company had no employee who was employed throughout the FY or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

The Board has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of

the Company at https://www.kalyanjewellers.net/ images/investors-new/pdf/corporate-governance/ policies/Kalvan%20Jewellers%20Policv%20for%20 fair%20disclosure%20of%20UPSI.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and respected individuals in their respective fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended March,31 2024. The certificate is given in Annexure - 10

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company at web link https://www.kalyaniewellers.net/images/investors-new/pdf/corporate-qovernance/policies/Code%20 of%20Conduct%202022.pdf

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure - 11.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at https://www. kalyaniewellers.net/images/investors-new/pdf/ corporate-qovernance/policies/Code%20of%20 Conduct%202022.pdf

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 16^th Annual General Meeting of the Company including the Annual Report for FY2023-24 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.

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Mar 31, 2023

The Directors are pleased to present the 15^th Annual Report of the Company together with the audited financial statements (consolidated and standalone) for the year ended March 31, 2023.

Financial Results

('' in million) Standalone Consolidated Particulars 2022-23 2021-22 2022-23 2021-22
Total Income	116,266.59	90,985.36	141,093.38	108,562.27
Total Expenses	110,683.26	88,086.79	135,045.65	105,573.71
Profit Before Exceptional Items and Tax	5,583.33	2,898.57	6,047.73	2,988.56
Profit Before Tax	5,250.82	2,898.57	5,715.22	2,988.56
Total Tax Expense	1,352.71	756.85	1,395.90	748.26
Profit for the Year	3,898.11	2,141.72	4,319.32	2,240.30

STANDALONE FINANCIAL RESULTS

During the Financial Year (FY) 2022-23, the Company has achieved a total income of ''116,266.59 million as compared to ''90,985.36 million in FY2021-22. The profit before tax for FY2022-23 stood at ''5,250.82 million compared to ''2,898.57 million achieved in FY2021-22. The profit after tax stood at ''3,898.11 million for FY2022-23 as compared to ''2,141.72 million for the previous year.

CONSOLIDATED FINANCIAL RESULTS

The Company''s consolidated total income for FY2022-23 was ''141,093.38 million as compared to ''108,562.27 million for the previous year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company.

DIVIDEND

The Board of Directors at their meeting held on May 15, 2023 has recommended payment of ''0.50 paise per equity share being 5% on the face value of ''10 each as final dividend for the financial year ended March 31, 2023. The payment of dividend is subject to approval of the shareholders at the 15^th Annual General Meeting (“AGM”) of the Company. The dividend if approved by the members would involve a cash outflow of ''515.03 million. The dividend payout is in accordance with the Company''s dividend distribution policy

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https:// www.kalvaniewellers.net/images/investors-new/ pdf/corporate-qovernance/policies/Dividend%20 Distribution%20Policy.pdf

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the Reserves for the FY ended March 31, 2023.

TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund (“IEPF”). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid & require to be transferred to the IEPF by the Company during the year ended March 31, 2023.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. The authorised capital of the Company stood at ''20,005 million.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is given in Annexure - 1.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure - 2 and Annexure - 3 respectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.kalyaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ CSR%20Policy%20Version.pdf.

An Annual Report on CSR activities of the Company during the financial year 2022-23 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure - 4 to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

RISK MANAGEMENT

The Board of Directors at its meeting held on August 20, 2020 had constituted the Risk Management Committee. The details about the composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report. Further, Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Risk Management Policy.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business obiectives. Maior risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Our internal control encompasses various managements systems, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES.

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at https://www.kalyaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ Whistle%20Blower%20Policy.pdf

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted an Internal Complaints Committee for the redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2023.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2022-23.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

During the year under review, ICRA Limited, a credit rating agency registered with SEBI had issued a rating of A stable for the long-term loan term facilities and A2 for long-term/short-term fund based loans.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company''s website and can be accessed at https:// https://www.kalyaniewellers.net/investors/annual-report/annual-returns.php

RELATED PARTY TRANSACTIONS

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm''s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders'' approval under the Listing Regulations.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Members may refer to notes to the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS-24.

The Company has adopted policy on Related Party Transactions and can be accessed on the Company''s website at https://www.kalyanjewellers. net/images/investors-new/pdf/corporate-qovernance/policies/Policv%20on%20Related%20 Party%20Transactions%202022.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

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 DURING THE FINANCIAL YEAR.

Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

In its endeavours towards conservation of energy your Company ensures optimal use of energy, avoid wastages and endeavours to conserve energy as far as possible.

b) Technology Absorption

Your Company has not carried out any research and development activities during the year.

c) Foreign Exchange Earnings and Outgo

During the year, your Company''s foreign exchange earnings were ''106.28 million and foreign exchange outgo was ''83.05 million.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company had the following subsidiaries as on March 31, 2023.

Sl. No.	Name of the Subsidiaries/ Joint Venture/ Associate Company	Relationship
1	Enovate Lifestyles Private Limited	Direct Subsidiary
2	Kalyan Jewellers, INC., USA	Direct Subsidiary
3	Kalyan Jewellers FZE, UAE	Direct Subsidiary
4	Kalyan Jewellers LLC, UAE	Subsidiary
5	Kenouz Al Sharq Gold Ind. LLC, UAE	Subsidiary
6	Kalyan Jewellers LLC, Oman;	Subsidiary
7	Kalyan Jewellers For Golden Jewellery Company, W.L.L., Kuwait	Subsidiary
8	Kalyan Jewellers LLC, Qatar	Subsidiary
9	Kalyan Jewellers Bahrain W.L.L, Bahrain	Subsidiary

The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiaries and Associate Company in Form No. AOC-1 is attached to this report as Annexure - 5. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website on https://www.kalyanjewellers.net/investors/annual-report/subsidiary-annual-reports.php

BOARD MEETINGS

During the year under review, five Board meetings were held, details of which are provided in the Corporate Governance Report.

DIRECTORS

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or the Listing Regulations. The Board of Directors of the Company comprises of ten directors, of which three are Executive and seven are Non-Executive Directors, including five independent directors, one Non-Executive Director and one Nominee Director. The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013.

During the FY2022-23 the shareholders of the Company at the 14^th AGM held on September 22, 2022 had approved the appointment of Mr. Vinod Rai (DIN: 00041867) as Non-Executive Independent Director and Chairman of the Company w.e.f. July 1, 2022. The shareholders of the Company had approved the reappointment of Ms. Kishori Udeshi (DIN: 01344073) as an Independent Director for a second term of three years w.e.f. January 17, 2023 till January 16, 2026 and also approved the continuation of Directorship of Mr. T. S. Anantharaman (DIN: 00480136), as an Independent Director from the day he attains the age of 75 years till the expiry of his current tenure of appointment i.e. up to December 14, 2023.

Mr. M. Ramaswamy is ceased to be an Independent Director of the Company upon completion of his second term of 2 (Two) consecutive years at the close of business hours on March 27, 2023.

In accordance with the provisions of the Act and Articles of Association of the Company, Mr. T. K. Ramesh (DIN: 01021868), Executive Director, retire by rotation and being eligible, offer himself for reappointment at the ensuing AGM. Their appointment details are placed for approval of the members and form part of the notice of the 15^th AGM. The information about the Director seeking his reappointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice convening the 15^th AGM.

There were no other changes in the composition of the Directors of the Company during the year.

The list of directors of the Company is provided below.

Sl. No.	Name of the Director	Designation
1	Vinod Rai	Chairman & Independent Director
2	T. S. Kalyanaraman	Managing Director
3	T. K. Seetharam	Whole Time Director
4	T. K. Ramesh	Whole Time Director
5	Anish Saraf	Non-Executive Nominee Director
6	M. Ramaswamy	Independent Director (up to March 27, 2023)
7	A. D. M. Chavali	Independent Director
8	Kishori Udeshi	Independent Director
9	T. S. Anantharaman	Independent Director
10	Anil S. Nair	Independent Director
11	Salil Nair	Non-Executive Director

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. V. Ramkumar Practicing Company Secretary, Coimbatore has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report and is given as Annexure - 6.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel of the Company:

1	T. S. Kalyanaraman	Managing Director
2	T. K. Seetharam	Whole Time Director
3	T. K. Ramesh	Whole Time Director
4	Sanjay Raghuraman	Chief Executive Officer
5	Swaminathan V.	Chief Financial Officer
6	Jishnu R. G.	Company Secretary

The remuneration and other details of these Key Managerial Personnel for FY2022-23 are provided in the Annual Return which is available on the website of the Company.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on March 14, 2023. The Independent Directors at the meeting, inter alia, reviewed the following.

• Performance of Non-Independent Directors and Board as a whole.

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Director.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (''IICA'') towards the inclusion of their names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a familiarisation programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme. The familiarisation programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well informed and timely decision.

The details of the familiarisation programme undertaken have been uploaded on the Company''s website and can be accessible at https://www.kalyaniewellers. net/investors/corporate-governance/familiarization-programs.php

ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as of March 31, 2023.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role and details of other committees of the Company are included in the Corporate Governance Report, which is a part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER DIRECTORS (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

EMPLOYEE STOCK OPTION SCHEMES

The Company had implemented an employee stock option plan namely ''Kalyan Jewellers India Limited Employee Stock Option Plan 2020'' and an employee stock purchase scheme namely ''Kalyan Jewellers India Limited-Employee Stock Purchase Scheme 2020'' vide members'' special resolution dated 20/08/2020 prior to its initial public offer, with the objectives to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents and to retain them for ensuring sustained growth. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), any fresh grant of Options or issue of Shares can be made only if the Employee Benefit Schemes are in compliance with the SEBI SBEB Regulations and are ratified by the members of the Company. Accordingly, the Employee Benefit Schemes were ratified by the members at the Annual General Meeting held on September 23, 2021.

Further, The Company has neither granted any employee stock option nor issued any Share under these schemes as on March 31, 2023.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees on March 14, 2023.

REMUNERATION POLICY

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https:// www.kalyaniewellers.net/images/investors-new/pdf/ corporate-governance/policies/Nomination%20&%20 Remuneration%20Policy.pdf

NON-EXECUTIVE DIRECTORS’

COMPENSATION AND DISCLOSURES:

None of the Independent/Non-Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgement of the Board may affect the independence of the Directors.

AUDITORS AND AUDITORS REPORTS Statutory Auditors

The shareholders of the Company at the 11^th Annual General Meeting (AGM) held on September 30, 2019, appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No 117366W/ W-100018) 7^th Floor, Times Square, Door No. 62, A. T. T. Colony Road, Coimbatore - 641 018 as the statutory auditors of the Company to hold office from the conclusion of 11^th AGM till the conclusion of the 16^th AGM of the Company.

Secretarial Auditors

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed Mr. V. Ramkumar FCS No.: 8304, Certificate of Practice No.: 3832, Company Secretary in Practice, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2022-23. Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed herewith as Annexure - 7. The Company has undertaken an audit for the Financial Year ended March 31, 2023 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report to be issued by Mr. V. Ramkumar will be submitted to the Stock Exchanges as per the Listing Regulations.

Cost Auditors

Your Company is not required to maintain cost records as specified under Section 148 of the Act and is not required to appoint Cost Auditors.

AUDITOR’S REPORT AND SECRETARIAL AUDITOR’S REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s report and secretarial auditor''s report.

INTERNAL AUDITORS

M/s. Balaram & Nandakumar, Chartered Accountants, Thrissur performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee quarterly.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that.

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so

as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-2023.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective for the Financial Year 2022-23 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD2/P/CIR/2021/562 dated May 10, 2021 which forms part of this report as Annexure - 8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure - 9 to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is

being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

During the year, the Company had no employee who was employed throughout the FY or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company at https://www.kalyaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ Kalvan%20Jewellers%20Policv%20for%20fair%20 disclosure%20of%20UPSI.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and respected individuals in their respective fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

CEO / CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the CEO and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended March 31, 2023. The certificate is given in Annexure - 10.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company at web link

https://www.kalyaniewellers.net/images/investors-

new/pdf/corporate-qovernance/policies/Code%20

of%20conduct%20for%20the%20Board%20of%20

directors%20and%20the%20senior%20management.

pdf

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure - 11.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at https://www. kalyaniewellers.net/images/investors-new/pdf/ corporate-governance/policies/Code%20of%20 Conduct%202022.pdf

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 15^th Annual General Meeting of the Company including the Annual Report for FY2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.

For and on behalf of the Board of Directors T. S. Kalyanaraman

Managing Director DIN: 01021928

T. K. Seetharam

Whole time Director DIN 01021898

T. K. Ramesh

Place: Thrissur Whole time Director

Date: May 15, 2023 DIN 01021868

---

Mar 31, 2022

Your Directors take pleasure in submitting the 14^th Annual Report of the business and operations of your Company and the audited financial statements for the financial year ended March 31, 2022.

FINANCIAL RESULTS

'' in Millions Standalone Consolidated Particulars 2021-22 2020-21 2021-22 2020-21
Total Income	90,985.36	73,783.77	108,562.27	86,186.74
Total Expenses	88,086.79	71,908.92	105,573.71	85,793.17
Profit before tax	2,898.57	1,874.85	2,988.56	393.57
Tax expense	756.85	492.53	748.26	454.30
Profit for the year	2,141.72	1,382.32	2,240.30	(60.73)

STANDALONE FINANCIAL RESULTS

During the Financial Year (FY) 2021-22, the Company has achieved a total income of ''90,985.36 million as compared to ''73,783.77 million in FY2020-21. The profit before tax for FY2021-22 stood at ''2,898.57 million compared to ''1,874.85 million achieved in FY2020-21. The profit after tax stood at ''2,141.72 million for FY2021-22 as compared to ''1,382.32 million for the previous year.

CONSOLIDATED FINANCIAL RESULTS

The Company''s consolidated total income for FY 202122 was ''1,08,562.27 million as compared to ''86,186.74 million for the previous year. The consolidated total income of ''1,08,562.27 million was the highest revenue in the history of the company so far despite disruptions to business due to COVID 2^nd and 3^rd waves during the year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIVIDEND

The Directors wish to invest the profits back into the Company for further growth and expansion, and therefore, did not recommend any Equity dividend for the FY 2021-22. Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations”), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.kalvaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ Dividend%20Distribution%20Policy.pdf.

TRANSFER TO GENERAL RESERVE

No amount has been transferred to the General Reserve for the financial year 2021-22.

TRANSFER OF UNCLAIMED DIVIDEND TO THE IEPF

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF”). In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid & require to be transferred to the IEPF by the Company during the year ended March 31, 2022.

SHARE CAPITAL

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. The authorised capital of the Company stood at ''20,005 million.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, a Management Discussion and Analysis Report is given in Annexure 1.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, (SEBI (LODR) Regulations, 2015) a report on Corporate Governance along with a Certificate from the Company Secretary in Practice towards compliance of the provisions of

the Management Discussion and Analysis which forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:

The Company has formulated a comprehensive WhistleBlower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimisation of Directors or employees who avail of the mechanism. The Vigil Mechanism has been placed in the website of the Company at https:// www.kalyaniewellers.net/images/investors-new/pdf/ corporate-governance/policies/Whistle%20Blower%20 Policy.pdf.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted Internal Complaints Committee for redressal of complaints on sexual harassment. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2022.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2021-22.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

During the year under review, ICRA Limited, a credit rating agency registered with SEBI had issued a rating of A stable for the long term loan term facilities and A2 for long-term/ short-term fund based loans.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2022, is available on the Company''s website and can be accessed at https:// www.kalyaniewellers.net/images/investors-new/pdf/ annual-report/annual-returns/Annual%20Return%20 2021%20-2022.pdf.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company had the following subsidiaries as on March 31, 2022.

SL No	Name of the Subsidiaries/ Joint Venture/ Associate Company	Relationship
1	Enovate Lifestyles Private Limited	Direct Subsidiary
2	Kalyan Jewellers FZE, UAE	Direct Subsidiary
3	Kalyan Jewellers, INC., USA	Direct Subsidiary
4	Kalyan Jewellers LLC, UAE	Subsidiary
5	Kenouz Al Sharq Gold Ind. LLC, UAE	Subsidiary
6	Kalyan Jewellers LLC, Oman;	Subsidiary
7	Kalyan Jewellers For Golden Jewellery Company, W.L.L.,Kuwait	Subsidiary
8	Kalyan Jewellers LLC, Qatar	Subsidiary
9	Kalyan Jewellers Bahrain W.L.L,Bahrain.	Subsidiary

Corporate Governance, forms an integral part of this Annual Report and are given in Annexure - 2 and Annexure - 3 respectively.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board with regard to financial statements and other matters as required under Regulation 17(8) read with Schedule II to the SEBI (LODR) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at https://www.kalvaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ CSR%20Policy%20Version.pdf. An Annual Report on CSR activities of the Company during the financial year 2021-22 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided as an Annexure-4 to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments that have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

RISK MANAGEMENT

The Board of Directors at its meeting held on August 20, 2020 had constituted the Risk Management Committee. The details about the composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report. Further, Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has formulated and adopted a Risk Management Policy.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals.

There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in

RELATED PARTY TRANSACTIONS

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm''s length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.

The details of the transactions with related parties during the year 2021-22 are provided in the accompanying financial statements. The details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - 5 in Form AOC - 2 and forms part of this Report, the Company has also adopted Policy on Materiality and dealing with Related Party Transactions and the same has been placed on the website of the Company at https:// www.kalyaniewellers.net/images/investors-new/ pdf/corporate-governance/policies/Policy%20on%20 Related%20Party%20Transactions%202022.pdf.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

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 DURING THE FINANCIAL YEAR

Not applicable during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of Energy

In its endeavours towards conservation of energy your Company ensures optimal use of energy, avoid wastages and endeavors to conserve energy as far as possible.

b) Technology Absorption

Your Company has not carried out any research and development activities during the year.

c) Foreign Exchange Earnings and Outgo

During the year, your Company''s foreign exchange earnings were ''72.38 million and foreign exchange outgo was ''61.66 million.

Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiaries and Associate Company in Form No. AOC-1 is attached to this report as Annexure - 6. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website on https:// www.kalyaniewellers.net/investors/annual-report/ subsidiary-annual-reports.php.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), can be accessed on the Company''s website at https://www.kalyaniewellers. net/images/investors-new/pdf/corporate-governance/ policies/Policy%20for%20Determininq%20Material%20 Subsidiary.pdf.

BOARD MEETINGS

During the year under review, five Board meeting were held, details of which are provided in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of ten directors, of which three are Executive and seven are Non-Executive Directors, including five independent directors, one Non-Executive Director and one Nominee Director. The composition of the Board of Directors is in compliance with the provisions of Section 149 of the Companies Act, 2013. As per the provisions of the Companies Act, 2013, Mr. TS Kalyanaraman (DIN: 01021928), retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment. There were no other changes in the composition of Directors and key managerial persons of the Company during the year.

The list of directors and key managerial persons of the Company are provided below:
Sl. No	Name of the Director	Designation
1	T. S. Kalyanaraman	Chairman & Managing Director
2	T. K. Seetharam	Whole-time Director
3	T. K. Ramesh	Whole-time Director
4	Anish Saraf	Non-Executive Nominee Director
5	M. Ramaswamy	Independent Director
6	A. D. M. Chavali	Independent Director
7	Kishori Udeshi	Independent Director
8	T. S Anantharaman	Independent Director
9	Anil S. Nair	Independent Director
10	Salil Nair	Non-Executive Director
11	Sanjay Raghuraman	Chief Executive Officer
12	V Swaminathan	Chief Financial Officer
13	Jishnu RG	Company Secretary

The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors. Further, all the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. V Ramkumar Practising Company Secretary, Coimbatore has certified that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report and is given as Annexure 7.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on February 07, 2022. The Independent Directors at the meeting, inter alia, reviewed the following.

• Performance of Non-Independent Directors and Board as a whole

• Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ADEQUACY OF INTERNAL CONTROLS AND COMPLIANCE WITH LAWS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. The Company has no unclaimed/unpaid matured deposit or interest due thereon.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role and details of other committees of the Company are included in the Corporate Governance Report, which is a part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER DIRECTORS (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

EMPLOYEE STOCK OPTION SCHEMES

The Company had implemented an employee stock option plan namely ''Kalyan Jewellers India Limited-Employee Stock Option Plan 2020'' and an employee stock purchase scheme namely ''Kalyan Jewellers India Limited-Employee Stock Purchase Scheme 2020'' vide members'' special resolution dated 20.08.2020 prior to its initial public offer, with the objectives to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents and to retain them for ensuring sustained growth. In terms of Regulation 12(1) of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI SBEB Regulations”), any fresh grant of Options or issue of Shares can be made only if the Employee Benefit Schemes are in compliance with the SEBI SBEB Regulations and are ratified by the members of the Company. Accordingly, the Employee Benefit Schemes were ratified by the members at the Annual General Meeting held on September 23, 2021.

Further, The Company has neither granted any employee stock option nor issued any Share under this schemes till date.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 5, 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees.

REMUNERATION POLICY

The Company has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of directors, key managerial personnel and senior management personnel of the Company. The Nomination & Remuneration Policy of the Company is available on the website of the Company at https://www.kalvaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ Nomination%20&%20Remuneration%20Policy.pdf.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non- Executive Directors have any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has adopted a familiarisation programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme. The familiarization programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well informed and timely decision.

The details of the familiarization programme undertaken have been uploaded on the Company''s website and can be accessible at https://www.kalyaniewellers. net/investors/corporate-governance/familiarization-programs.php.

AUDITORS AND AUDITORS REPORTS Statutory Auditors

The shareholders of the Company at the 11^th Annual General Meeting (AGM) held on September 30, 2019, appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No 117366W / W-100018) 7^th Floor, Times Square, Door No. 62, A. T. T. Colony Road, Coimbatore - 641 018 as the statutory auditors of the Company to hold office from the conclusion of 11^th AGM till the conclusion of the 16^th AGM of the Company.

Secretarial Auditors

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed of Mr. V Ramkumar FCS No: 8304, Certificate of Practice No: 3832, Company Secretary in Practice, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2021-22. Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR -3 forms part of this Report and is annexed herewith as Annexure 8.

Cost Auditors

Your Company is not required to maintain cost records as specified under Section 148 of the Act and not required to appoint Cost Auditors.

AUDITOR’S REPORT AND SECRETARIAL AUDITOR’S REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s report and secretarial auditor''s report.

INTERNAL AUDITORS

M/s. Balaram & Nandakumar, Chartered Accountants, Thrissur performs the duties of Internal Auditors of the Company and their report is reviewed by the Audit Committee quarterly.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2022.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure -9 to this Report. In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules are available with the Company and in terms of provisions of Section 136(1) of the Act. This report is being sent to the members without this detail and any member desirous of obtaining information may write to the Company and the same shall be provided through electronic mode till the date of the ensuing Annual General Meeting.

BUSINESS RESPONSIBILITY REPORT

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is provided in Annexure - 10 and forms part of the Annual Report.

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code”) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company''s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company at https://www.kalvaniewellers.net/images/investors-new/pdf/corporate-governance/policies/Kalyan%20 Jewellers%20Policy%20for%20fair%20disclosure%20 of%20UPSI.pdf.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company at https://www.kalyaniewellers.net/images/ investors-new/pdf/corporate-governance/policies/ Code%20of%20Conduct%202022.pdf.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 14^th Annual General Meeting of the Company including the Annual Report for FY 2021-22 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, lenders, business associates, vendors, customers, media the employees and other stakeholders of the Company.

On behalf of the Board of Directors

T. S. Kalyanaraman

Place: Thrissur Chairman & Managing Director

Date: May 11,2022 DIN: 01021928