To the Members of

Kalyan Jewellers India Limited

Your Directors take pleasure in submitting the 13^th Annual Report of the business and operations of your Company and the audited financial statements for the financial year ended March 31, 2021.

Standalone Financial Results

During the Financial Year (FY) 2020-21, the Company has achieved a total income of Rs.73,783.77 million as compared to Rs.79,441.22 million in FY2019-20. The profit before tax for FY2020-21 stood at Rs.1,874.85 million compared to Rs.2,353.26 million achieved in FY2019-20. The profit after tax stood at Rs.1,382.32 million for FY2020-21 as compared to Rs.1,563.51 million for the previous year.

Consolidated Financial Results:

The Company's consolidated total income for FY2020- 21 was Rs.86,186.74 million as compared to Rs.1,01,810.16 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 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 FY2020-21. 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 www.kalvaniewellers.net.

Transfer to General Reserve

No amount has been transferred to the General Reserve for the financial year 2020-21.

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, 2021.

Share Capital

During the year under review, your Company successfully completed its Initial Public Offer (‘IPO') of 135,057,470 equity shares at Rs.87/- (including a share premium of Rs.77) per equity share of Rs.10 each. Employees were offered the equity shares at a discount of Rs.8 per equity share at an offer price of Rs.79 per share on 229,885 equity shares. IPO included fresh issue of 91,954,022 Equity Shares of Rs.10 each for raising funds for the Company to the tune of Rs.7,998.16 million and an offer for sale of 43,103,448 Equity Shares of face value of Rs.10 each of the Company. The shares of the Company listed at both BSE & NSE w.e.f March 26, 2021.

The authorised capital of the Company increased from 04,005 million to Rs.20,005 million on August 17, 2020.

Subsequent to the completion of the IPO, the paid up equity share capital of the Company increased from Rs.9,380.99 million to 00,300.53 million. The Company's equity shares were listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on March 26, 2021. Further the Company had converted 119,047,619 number of Compulsory Convertible Preference Shares into 9,88,57,435 number of equity shares on March 4, 2021.

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 Statutory Auditor 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.

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 compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programmes as provided in the CSR policy of the Company and as identified under Schedule VII of the Act and excluding activities undertaken in pursuance of its normal course of business. In addition to the projects specified as CSR activities under Section 135 of Act, the Company has also carried out several other sustainability/responsible business initiatives and projects. The Company has spent the entire 2% of the net profits earmarked for CSR projects during the FY2020-21. The Corporate Social Responsibility Policy (CSR Policy) of the Company is available on the website of the Company at www.kalyaniewellers.net. The Annual Report on CSR activities of the Company during the financial year 2020-21 as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure - 4 to this Report

Material Changes and Commitments Affecting Financial Position of the Company

During the year ended March 31, 2021 the Company had made an Initial Public Offering (IPO) of 135,057,470 equity shares at Rs.87/- (including a share premium of Rs.77) per equity share of Rs.10 each comprising of a fresh issue of 91,954,022 equity shares and an offer for sale (OFS) of 43,103,448 equity shares by selling shareholders. Pursuant to Regulation 32 (1) there was no deviation/ variation in the utilisation of proceeds as mentioned in the objects stated in the Prospectus dated March 19, 2021, in respect of the Initial Public Offering of the Company.

No other material changes and commitments 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 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 will 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 www.kalvaniewellers.net.

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, 2021

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 2020-21.

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 reaffirmed the loan term facilities as A-/Stable and A2+ for long-term/ short-term fund based loans.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2021 is available on the Company's website on www.kalyaniewellers.net

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 2020-21 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 www.kalvaniewellers.net.

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.

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 Rs.152.93 million and foreign exchange outgo was Rs.57.94 million.

Subsidiaries/ Joint Venture/ Associate Company

The Company had the following subsidiaries as on March 31, 2021.

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 - 5A.

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 www.kalyaniewellers.net.

The Policy fordetermining 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 www.kalyaniewellers.net

Board Meetings

During the year under review, Ten 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.

The list of directors of the Company are provided below:

During the year Mr. Anil Nair and Mr. Salil Nair were appointed as Independent Director and Non-Executive Director respectively for a period of 5 years w.e.f. May 29, 2020. Also Mr. A. D. M. Chavali and Mr. M. Ramaswamy were re-appointed as Independent Directors for a further term of 5 years and 2 years respectively with effect from February 11, 2021. Mr. Sanjay Raghuraman Chief Operating Officer of the Company was designated as Chief Executive Officer w.e.f. July 1, 2020. Mr. V. Swaminathan, Chief Financial Officer and Mr. Jishnu R. G., Company Secretary continue to be the Key Managerial Personnel of the Company.

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. 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.A.

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 24, 2021.

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.

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.

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^) 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. Your Company has neither granted any employee stock option nor issued any Share under this schemes till date. 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 will be placed before the members for ratification at the 13^th Annual General Meeting of the Company.

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 www.kalvaniewellers.net

Non-Executive Directors' Compensation and Disclosures

None of the Independent 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 Statutory Auditors

The shareholders of the Company at the 11^th Annual General Meeting (AGM) held on September 30, 2019 have 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. M. R. Thiagarajan, Company Secretary in Practice, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2020- 21. Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR -3 forms part of this Report and is annexed herewith as Annexure - 6.

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 FY2021.

Particulars of Employees and Related Disclosures

As prescribed under Section 197(12) of the Companies Act, 2013 ("Act") and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure - 7.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

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 reviewed on an annual basis and the latest Code is available on the website of the Company at www.kal van jewellers, net.

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 www.kalvaniewellers.net.

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 www.kalvaniewellers.net.

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 and the employees of the Company.