Kalyan Jewellers India Ltd Directors Report

To,

The Members of

Kalyan Jewellers India Limited

The Directors are pleased to present the 18^th Annual Report of the Company together with the audited financial statements (consolidated and standalone) fortheyearended 31 March 2026.

Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	3,12,625.29	2,17,871.41	3,59,508.83	2,51,896.67
Total Expenses	2,94,886.15	2,08,548.76	3,41,073.90	2,42,300.66
Profit before tax	17,324.12	9,322.65	18,019.91	9,596.01
Tax expense	4,472.86	2,435.83	4,515.96	2,454.28
Profit for theyear	12,851.26	6,886.82	13,503.95	7,141.73

STANDALONE FINANCIAL RESULTS

During the Financial Year (FY) 2025-26, the Company has achieved a total income of Rs. 3,12,625.29 million as compared to Rs. 2,17,871.41 million in FY25. The profit before tax for FY 2025-26 stood at Rs. 17,324.12 million compared to Rs. 9,322.65 million achieved in FY25. The profit after tax stood at Rs. 12,851.26 million for FY 2025-26 as compared to Rs.6,886.82 million for the previousyear.

CONSOLIDATED FINANCIAL RESULTS

The Companys consolidated total income for FY 2025-26 was Rs. 3,59,508.83 million as compared to Rs.2,51,896.67 million for the previous year.

CHANCE 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 08 May 2026 has recommended payment of Rs. 2.5 per equity share being 25% on the face value of Rs. 10 each as final dividend forthe financial year ended 31 March 2026. The payment of dividend is subject to approval of the shareholders at the 18^th Annual General Meeting ("ACM") of the Company.

The dividend if approved by the members would involve a cash outflow of Rs. 2,581.85 million. The dividend payout is in accordance with the Companys 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 43Aof 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/imaaes/investors- new/pdf/corporate-qovernance/policies/Dividend%20 Distribution%20Policv.pdf?v2

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to the Reserves for the FY ended 31 March 2026.

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 oftransfertothe 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 theyear ended 31 March 2026.

SHARE CAP1TAL

During the year under review, the Company has at lotted 13,04,832 equity shares under its Employee Stock Option Plan (ESOP). Pursuant to these allotments, the paid-up equity share caP1tal increased to Rs.10,327.40 million, comprising 1,03,27,40,207 equity shares of Rs.10 each as on 31 March 2026. The authorised share caP1tal 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.kalvaniewellers.net/imaaes/ investors-new/pdf/corporate-aovernance/policies/ CSR%20Pplicv%20Versipn.pdf

An Annual Report on CSR activities of the Company during the financial year 2025-26 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 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 fu notions a re systematica Ily add ressed 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 strengthenthe internal controls which are also revised at frequent intervals.

There are no risks which in the oP1nion 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 a bout illegal or unethical practices and to report genuine concerns to the Audit CommitteeoftheCompany.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.kalvaniewellers.net/imaaes/ investors-new/pdf/corporate-aovernance/policies/ Whistle%20Blpwer%20Pplicv.pdf?v2

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

Your Company has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. 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 31 March 2026.

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 ofduringtheyear: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 financial year 2025-26.

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 Companys operations in future.

CREDIT RATING

During the year under review, ICRA Limited, a credit rating agency registered with SEBI had issued a rating of AA- 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 31 March 2026, is available on the Companys website and can be accessed at https:// www.kalvaniewellers.net/investors/shareholder- information/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 arms 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 Companys website at https://www.kalvaniewellers.net/imaaes/ investors-new/pdf/corporate-aovernance/policies/ PO LI CY%20QN%20R ELATE D%20PARTY%20 TRANSACTIONS.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered underthe provisions of Section 186 of the Act a re 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 theyear.

c) Foreign Exchange Earnings and Outgo

During theyear, your Companys foreign exchange earnings were R 175.07 million and foreign exchange outgo wasR 315.56 million.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company had the following subsidiaries as on 31 March 2026.

Name of the Subsidiaries/Joint Venture/Associate Company	Relationship
1 Candere Lifestyle Jewellery Private Limited	Direct Subsidiary
2 KJG Brands Private Limited	Direct Subsidiary
3 Kalyan Jewellers, INC., USA	Direct Subsidiary
4 Kalyan Jewellers FZE, UAE	Direct Subsidiary
5 Kalyan Gold & Diamond Jewellery Limited, UK	Direct Subsidiary
6 Kalyan Jewellers LLC, UAE	Subsidiary
7 Kalyan Jewellers SPC, Oman;	Subsidiary
8 Kalyan Jewellers for Golden Jewellery Company, W.L.L.,Kuwait	Subsidiary
9 Kalyan Jewellers W.L.L, Qatar	Subsidiary
10 Kalyan Jewellers Procurement LLC, UAE	Subsidiary
11 Kalyan Jewellers Procurement SPC, Oman	Subsidiary
12 KenouzAI Sharq Gold Ind. LLC, UAE	Subsidiary

The highlights of the performance of Subsidiaries and their contribution to the overall performance of the Company are included as part ofthis 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 Companys Subsidiaries and Associate Companyin Form No.AOC-1 isattached 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 Companys website on https://www.kalvanjewellers.net/investors/annual- reoort/subsidiarv-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 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 31 March 2026, 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 14 March 2026, approved the appointment of:

• Mr. CR Rajagopal (DIN: 08853688) as Non-Executive Independent Director,

• Ms. Radhika Ramani (DIN: 11224935) as Non- Executive Independent Director.

During theyear, Ms. Kishori J. Udeshi (DIN: 01344073) completed her second consecutive term as an Independent Director and, accordingly, ceased to hold office as an Independent Director of the Company with effect from the close of business hours on 16 January 2026.

Further, Mr. A.D.M. Chavali (DIN: 00374673), Non- Executive Independent Director of the Company, also completed his second consecutive term and, accordingly, ceased to hold office as an Independent Director of the Company with effect from the close of business hours on 27 March 2026.

Further, the shareholders of the company have approved the reappointment of Mr. Vinod Rai (DIN: 00041867) as Chairman and Non-Executive Independent Director for a second and final term of three years w.e.f. 01 July 2025, the reappointment of Mr. Anil S Nair (DIN: 08327721) as Non-Executive Independent Director for a second and final term of five years w.e.f. 29 May 2025, and the the reappointment of Mr. Salil Nair (DIN: 01955091) as Non-Executive Director for a term of five years w.e.f. 29 May 2025.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. T. K. Seetharam (DIN: 01021898), Executive Director, and Mr. Salil Nair (DIN: 01955091), Non-Executive Director, retire by rotation at the ensuing 18^th Annual General Meeting and, being eligible, have offered themselves for re-appointment. The details 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 18^th Annual General Meeting.

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.

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 T. S Anantharaman	Independent Director
7 Anil S. Nair	Independent Director
8 Salil Nair	Non- Executive Director
9 CR Rajagopal	Independent Director
10 Radhika Ramani	Independent 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 RG	Company Secretary & Compliance Officer

The remuneration and other details of these Key Managerial Personnel for FY 2025-26 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 20 March 2026.

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 accou nt 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 (‘MCA) 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 Companys website and can be accessible at httos://www. kalvaniewellers.net/investors/corporate-aovernance/ familiarization-proarams.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, 2014during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as of 31 March 2026.

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 SECTION 143(12) OF THE COMPANIES ACT, 2013, OTHER THAN THOSE 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.

During the year, the Company, by way of a special resolution passed through postal ballot on 14 December 2025, amended the Kalyan ESOP 2020 to increase the ESOP pool from 30,00,000 options to 60,00,000 options.

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 Companys growth.

During the year under review, the Company has allotted 13,04,832 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 Companys 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 Financial Year 2025-26.

As required under the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021, the applicable disclosures as on 31 March 2026, are uploaded on the website of the Company at https:// www.kalvaniewellers.net/investors/shareholder- information/ESOP-disclosures.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 5 January 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 09 March 2026.

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/imaaes/investors-new/pdf/ corporate-aovernance/policies/Nomination%20&%20 Remuneration%20Policv.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, 7^th Floor, Lanarth Elite, Mahatma Gandhi Road, Near Maharajas Metro, Ground Junction, Ernakulam, Kochi - 682011, Kerala, India, India (Firm Registration No 001076N/N500013) as the Statutory Auditors of the Company, for a term of 5 consecutive years commencing from the conclusion of 16^th ACM till the conclusion of 21^st ACM ofthe Company.There is no qualification or adverse remark in Auditors Report. There is no incident offraud requiring reporting by the Auditors under Section 143(12) of the Act.

Secretarial Auditors

The Shareholders had approved the appointment of Mr. M R Thiagarajan (ACS-5327/CoP: 6487), Company Secretary in Practice, as the Secretarial Auditor of the Company, for a term of 5 consecutive years from Financial year 2025-26 till financial year 2029-30.

Secretarial Audit Report, issued by the Secretarial Auditorin Form No.MR-3formspartofthisReportand is annexed herewith as Annexure - 7. The Company has undertaken an audit for the Financial Year ended 31 March 2026 for all applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/Cuidelines issued thereunder. The Annual Secretarial Compliance Report to be issued by Mr. MR 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 ofthe Act and is not required to appoint Cost Auditors.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditors report and secretarial auditors 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 madejudgements and estimates that are reasonableand prudentso as to give a true and fair view ofthe state of affairs ofthe Company at the end of the financial year and ofthe profit ofthe 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 theCompany and thatsuch 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 ofthe oP1nion that the Companys internal financial controls were adequate and effective during FY 2025-2026.

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 2025-26 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular no. SEBI/HO/CFD/CMD2/P/CIR/2021/562 dated 10 May 2021 which forms part of this report as Annexure - 8.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Particulars of employees covered by the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure - 9 to this Report. In terms of provisions of Section 197(12) of the Companies Act, 2013

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

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

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

The Board has formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Fair Disclosure Code") for fair disclosure of events and occurrences that could impact price discovery in the marketfor the Companys securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The copy of the same is available on the website of the Company at https://www.kalvaniewellers.net/imaaes/ investors-new/pdf/corporate-aovernance/policies/ Kalvan%203ewellers%20policv%20for%20fair%20 disclpsure%2Qpf%20U PSI-v2.pdf

STATEMENT REGARDING OP1NION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the oP1nion 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. Its 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 31 March 2026. The certificate is given in Annexure - 10

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS 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.kalvaniewellers.net/imaaes/investors-new/ pdf/corporate-aovernance/policies/Code%20of%20 Conduct%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/imaaes/investors-new/pdf/ corporate-aovernance/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 18^th Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).

ACKNOWLEDGEMENTS

Your Directorswish to placeon record theirappreciation 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.