About Kalyan Jewellers India Ltd

Kalyan Jewellers India Limited was originally formed as a sole proprietorship under the name of Kalyan Jewellers at Thrissur in 1993. Thereafter, the sole proprietorship was converted into a Partnership Firm under the name of 'Kalyan Jewellers' on 04 May 2006. Subsequently, the name of the Partnership Firm changed from 'Kalyan Jewellers' to 'Kalyan Jewellers TSK' in the year 2008. The Partnership Firm was thereafter converted into a Private Limited Company on 29 January 2009. The name of the Company was further changed to Kalyan Jewellers India Limited upon conversion to a Public Limited Company on 15 June 2016. The Company is one of the largest jewellery companies in India, founded by Mr. T. S. Kalyanaraman. The Company is engaged in design, manufacture, and sell a wide range of gold, studded and other jewellery products across various price points ranging from jewellery for special occasions, such as weddings, which is the highest selling product category, to daily-wear jewellery. During the FY 2013, pursuant to scheme of amalgamation sanctioned by the High Court of Kerala on 18 September 2012, between the Company and Kalyan Jewellers Salem Private Limited, in the ratio of 55 Equity Shares of the Company for every 50 equity shares of Kalyan Jewellers Salem Private Limited, 14,161,917 Equity Shares allotted to Mr. T.S. Kalyanaraman, 7,852,894 Equity Shares allotted to Mr. T.K. Seetharam, 4,668,042 Equity Shares allotted to Mr. T.K. Ramesh, 786 Equity Shares allotted to Ms. N.V. Ramadevi, 786 Equity Shares allotted to Ms. Maya Ramakrishnan,786 Equity Shares allotted to Ms. Deepa Harikrishnan,and 786 Equity Shares allotted to Ms. T.K. Radhika. As on 31 March 2021, the company has one domestic and eight overseas subsidiaries. In FY 2021, the Company launched 18 new stores. In June 2022, it opened first franchise store. It opened 124 jewellery showrooms in India and 30 showrooms in the Middle East. As at March 31, 2023, the Company opened 149 showrooms in India and 33 showrooms in the Middle East, taking the total count to 182 showrooms. It opened over 28 net showrooms (including Candere) across India and in the Middle East in FY23.

Kalyan Jewellers India Ltd Chairman Speech

MAXIMISING A GROWING DEMAND

Dear Shareholders,

I am delighted to share our third

Annual Report, which reflects our continued solid progress despite a challenging market backdrop in recent years. The demand for jewellery, particularly for organised formats of retailing, has witnessed an upswing, attributed to increased incomes and the resumption of customary festivities and celebrations. This year marks an inflexion point in our journey.

India's Strong Economy

The Indian economy has demonstrated resilience and steady growth despite external shocks, thanks to the optimism of the Indian consumer and the government's policies and initiatives. Recent surveys indicate improved consumer confidence, driven by a healthy economic climate and increased spending. With the resumption of daily activities, the demand for gold has risen, particularly during wedding festivities and celebrations. Given that wedding jewellery plays a significant role in India's jewellery industry, and serves as a common asset for savings, our strategy is well-positioned to capitalise on the opportunities presented. India's position as the second-largest gold market, with 70% of gold demand attributed to jewellery, reinforces the potential for growth in the organised retail segment. Organised retail can effectively cater to local consumer preferences with minimal risk of inventory obsolescence, as jewellery is inherently recyclable.

Adapting our Strategy to Change

Maintaining our prominent position in the Indian jewellery industry requires a flexible approach that addresses gaps arising from market conditions and evolving business environments. We are implementing a two-pronged strategy to capture both urban and rural market demand. Our hyperlocal business model targets smaller demand pockets across Metro, Tier 1, Tier 2 and Tier 3 cities, establishing regional connections and tapping into untapped markets. Simultaneously, our online store, ‘Candere,' caters to youngsters and working women with its wide range of ultra-lightweight range of jewellery, leveraging digital marketing analytics to expand product offerings and diversify distribution channels.

In fiscal year 2024, we will enhance our showroom network by continuing to adopt the franchise model. We will convert some of our own showrooms into franchise outlets, particularly in non-Southern India. In southern India, we will opportunistically convert existing owned showrooms to franchised ones. We also plan to launch new pilot FOCO showrooms in Southern India and the Middle East. As we navigate economic and market shifts, our unwavering focus remains on adapting strategies without compromising our growth objectives.

Marking a Robust Performance

FY23 witnessed a remarkable enhancement in our return profile compared to the pre-COVID era and this achievement can be attributed to two key factors. Firstly, our well capitalised infrastructure has provided us with the resilience to navigate through challenging market conditions. The government's initiatives to formalise the jewellery sector have also helped in creating a conducive business environment. As a result, Kalyan Jewellers has experienced substantial improvements in profitability, scalability, returns, and overall growth. In FY23 the consolidated revenues were Rs.140,714 mn compared to the figures of pre-COVID (FY20) levels of Rs.101,009 mn. Similarly, the Adjusted Profit After Tax¹ of Rs.4,569 mn in consolidated business (record PAT for the

Company) was significantly higher than pre-COVID (FY20) levels of Rs. 1,423 mn. Current Company RoCEis approximately 20%.

Growth Ready with Asset-Light Model

We have also taken strategic measures to drive growth and lighten our balance sheet. The asset-light expansion will lead to faster growth without deploying our own capital. This will lead to much higher levels of free cash generation and expansion in return ratios.

This has enabled us to allocate resources more efficiently and strengthen our financial position.

Furthermore, with superior growth rate this year coupled with our commitment to debt repayment and divestiture of non-core assets we should be able to generate sustainable returns for our shareholders. We are pleased to announce our maiden dividend, reflecting our strong financial performance.

Additionally, we have successfully expanded our retail revenue, with ~40% now coming from non-South markets, showcasing our ability to penetrate and capitalise on new opportunities. To date, we have 32 franchised showrooms in non-South markets. Utilising our Franchise-Owned, Company-Operated (FOCO) model, we aim to optimise our return on capital employed.

Our Road Ahead to our Vision 2025

Vision 2025 sets our sights on a clear goal as we intend to achieve the earlier target of achieving 50% share from non-South markets by the end of FY24 or early FY25. Strengthening our presence in non-South markets is a key part of this plan, and we aim to achieve this by adding more than 50 showrooms in the region—an unprecedented milestone for our Company. With a steadfast focus on growth figures, strategy revisions, and expansion, we are steadily progressing towards our objectives.

In addition to the expansion, we are dedicated to bringing about significant improvements in our return ratios and the Company's ability to generate higher levels of free cash flow. By implementing strategic revisions and focusing on growth figures we are steadily progressing towards achieving our objectives. These efforts will not only strengthen our financial position but also enhance our overall operational efficiency, ensuring sustainable growth and long-term success.

I extend my heartfelt appreciation to all our stakeholders—our dedicated employees, loyal customers, and supportive shareholders. It is their trust in Kalyan that has been the foundation of our success. Together, with our shared vision and collective efforts, I am confident that we will continue to evolve, grow, and exceed the expectations of each stakeholder.

Warm regards,

T. S. Kalyanaraman

Managing Director

Kalyan Jewellers India Ltd Company History

Kalyan Jewellers India Limited was originally formed as a sole proprietorship under the name of Kalyan Jewellers at Thrissur in 1993. Thereafter, the sole proprietorship was converted into a Partnership Firm under the name of 'Kalyan Jewellers' on 04 May 2006. Subsequently, the name of the Partnership Firm changed from 'Kalyan Jewellers' to 'Kalyan Jewellers TSK' in the year 2008. The Partnership Firm was thereafter converted into a Private Limited Company on 29 January 2009. The name of the Company was further changed to Kalyan Jewellers India Limited upon conversion to a Public Limited Company on 15 June 2016. The Company is one of the largest jewellery companies in India, founded by Mr. T. S. Kalyanaraman. The Company is engaged in design, manufacture, and sell a wide range of gold, studded and other jewellery products across various price points ranging from jewellery for special occasions, such as weddings, which is the highest selling product category, to daily-wear jewellery. During the FY 2013, pursuant to scheme of amalgamation sanctioned by the High Court of Kerala on 18 September 2012, between the Company and Kalyan Jewellers Salem Private Limited, in the ratio of 55 Equity Shares of the Company for every 50 equity shares of Kalyan Jewellers Salem Private Limited, 14,161,917 Equity Shares allotted to Mr. T.S. Kalyanaraman, 7,852,894 Equity Shares allotted to Mr. T.K. Seetharam, 4,668,042 Equity Shares allotted to Mr. T.K. Ramesh, 786 Equity Shares allotted to Ms. N.V. Ramadevi, 786 Equity Shares allotted to Ms. Maya Ramakrishnan,786 Equity Shares allotted to Ms. Deepa Harikrishnan,and 786 Equity Shares allotted to Ms. T.K. Radhika. As on 31 March 2021, the company has one domestic and eight overseas subsidiaries. In FY 2021, the Company launched 18 new stores. In June 2022, it opened first franchise store. It opened 124 jewellery showrooms in India and 30 showrooms in the Middle East. As at March 31, 2023, the Company opened 149 showrooms in India and 33 showrooms in the Middle East, taking the total count to 182 showrooms. It opened over 28 net showrooms (including Candere) across India and in the Middle East in FY23.

Kalyan Jewellers India Ltd Directors Reports

To the Members of

Kalyan Jewellers India Limited

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

( Rs. in million)

STANDALONE FINANCIAL RESULTS

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

CONSOLIDATED FINANCIAL RESULTS

The Company's consolidated total income for FY2022-23 was Rs. 141,093.38 million as compared to Rs.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 Rs.0.50 paise per equity share being 5% on the face value of Rs. 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 Rs.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.kalyanjewellers.net/images/investors-new/ pdf/corporate-governance/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 di_erential 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 Rs.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.kalyanjewellers.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 a_ect 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

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.kalyanjewellers.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. n e t / i m a g e s / i nve s to r s- n ew/p d f/c o r p o r a te -governance/policies/Policy%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 Rs.106.28 million and foreign exchange outgo was Rs.83.05 million.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY

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

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, o_er 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.

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 A_airs 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:

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 e_ectively 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 e_ectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate A_airs (‘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.kalyanjewellers. 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 A_airs.

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 o_er, 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.kalyanjewellers.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 a_ect the independence of the Directors.

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 a_airs 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 su_cient 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 e_ectively;

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

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 e_ective 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.kalyanjewellers.net/images/ investors-new/pdf/corporate-governance/policies/ Kalyan%20Jewellers%20Policy%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.kalyanjewellers.net/images/investors-new/pdf/corporate-governance/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. kalyanjewellers.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