To, The Members of
Kalyan Jewellers India Limited
The Directors are pleased to present the 17th Annual Report
of the Company together with the audited financial statements (consolidated and
standalone) for the year ended March 31, 2025.
(Rs in million)
| 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 Rs 217,871.41 million as compared to Rs 158,590.40 million in FY24. The
profit before tax for FY 2024-25 stood at Rs 9,322.65 million compared to Rs 7,441.21
million achieved in FY24. The profit after tax stood at Rs 6,886.82 million for FY 2024-25
as compared to Rs 5,540.58 million for the previous year.
CONSOLIDATED FINANCIAL RESULTS
The Company's consolidated total income for FY 2024-25 was Rs
251,896.67 million as compared to Rs186,219.93 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 Rs 1.50 per equity share being 15% on the face value of Rs 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 17th Annual General Meeting
("AGM") of the Company. The dividend if approved by the members would involve a
cash outflow of Rs 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.kalvaniewellers.net/
imaqes/investors-new/pdf/corporate-qovernance/
policies/Dividend%20Distribution%20Policv.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
Du ring 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 Rs 10,314.35 million, comprising
1,03,14,35,375 equity shares of Rs 10 each as on March 31, 2025. The authorised share
capital remained unchanged at Rs 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/
imaqes/investors-new/pdf/corporate-govern a nee/ policies/CSR%20Policy%20 Version, 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.kalyaniewellers.net/
imaqes/investors-new/pdf/corpo rate-govern a nee/
policies/Whistle%20Blower%20Policy.pdfRsv2
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
• 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.kalyaniewellers.net/investors/shareholder- information/sha reholding-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.kalyaniewellers.net/
imaqes/investors-new/pdf/corporate-qovernance/ 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 Rs
104.13 million and foreign exchange outgo was Rs350.61 million.
SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company had the following subsidiaries as on March 31, 2025.
| 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 |
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 17th
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 17th 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.
| SI 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)(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.
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- qovernance/familiarization-proqrams.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 objective 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.
kalvaniewellers.net/imaqes/investors-new/pdf/ corpora te-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
The Shareholders had approved the appointment of M/s. ‘Walker
Chandiok & Co LLP', Chartered
Accountants, 6th 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 16th AGM till the conclusion of 21st 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. 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 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 10th 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/
imaqes/investors-new/pdf/corporate-govern a nee/
policies/Kalvan%20Jewellers%20Policy%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/imaqes/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.
kalvaniewellers.net/imaqes/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 17th 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 Participants).
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 |
|