18th AGM Notice

SEC/32/2026-2027 August 20, 2026 1. National Stock Exchange of India Ltd. 2. BSE Limited Exchange Plaza Corporate Relationship Dept. Plot No. C/1, G Block Phiroze Jeejeebhoy Towers, Dalal Street Bandra –Kurla Complex Bandra (E), Mumbai 400001 Mumbai 400 051 Maharashtra, India Symbol: KALYANKJIL Scrip Code: 543278 Dear Sir/Madam, Sub: AGM Notice – 2026 We enclose herewith the Notice of the 18th AGM of the Company scheduled to be held on Saturday, September 19, 2026 at 11:30 A.M. (IST) via Video Conference/Other Audio-Visual Means. The said Notice forms part of the Annual Report of the Company for the financial year 2025-26. This is submitted pursuant to Regulation 30 read with Para A, Part A of Schedule III of the Listing Regulations. This is for information and records. Thanking You For Kalyan Jewellers India Limited Jishnu RG Company Secretary & Compliance Officer Kalyan Jewellers India Limited Corporate Office -TC-32/204/2, Sitaram Mill Road, Punkunnam, Thrissur, Kerala – 680 002 CIN - L36911KL2009PLC024641 T -0487 2437333 Email – cs@kalyanjewellers.net WWW.KALYANJEWELLERS.NET Notice NOTICE KALYAN JEWELLERS INDIA LIMITED CIN -L36911KL2009PLC024641 Registered Office -TC-32/204/2, Sitaram Mill Road, Punkunnam, Thrissur, Kerala – 680 002 Web: www.kalyanjewellers.net, Telephone No - 0487 2437333, Email – cs@kalyanjewellers.net NOTICE Notice is hereby given that the 18th Annual General Meeting (AGM) of the Members of Kalyan Jewellers India Limited (“the Company”) will be held on Saturday, 19 September 2026 at 11.30 A.M. IST through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following business: ORDINARY BUSINESS unsecured/secured deposits from the public and/ or Members of the Company up to the permissible 1. To receive, consider and adopt: limits as prescribed under the Act and Rules.” a. The Audited Financial Statements of the “RESOLVED FURTHER THAT for the purpose Company for the financial year ended 31 of giving effect to this Resolution, the Board of March 2026 together with the Reports of the Directors of the Company (herein after referred Board of Directors and Auditors thereon; and to as the “Board”, which term shall be deemed to b. The Audited Consolidated Financial include any Committee thereof) be and is hereby Statements of the Company for the financial authorised to do all such acts, deeds, matters and year ended 31 March 2026 and the Report of things as it may, in its absolute discretion, deem Auditors thereon. necessary, proper or desirable for such invitation/ acceptance/renewal of deposits by the Company 2. To declare a final dividend of Rupees 2.50/- paise and to settle any questions, difficulties or doubts per equity share of face value of Rupees 10/- each that may arise in this regard and further to execute for the financial year ended 31 March 2026. all necessary documents, applications, returns and 3. To re-appoint Mr. TK Seetharam (DIN: 01021898), writings as may be necessary, proper, desirable or Director, who retires by rotation and being eligible, expedient.” offers himself for such reappointment. “RESOLVED FURTHER THAT the Board of 4. T o re-appoint Mr. Salil Nair (DIN: 01955091), Director, Directors, Key Managerial Personnel and any other who retires by rotation and being eligible, offers person authorised by the Board of Directors of the himself for such reappointment. Company be and are hereby severally authorised to do all such acts, deeds, matters and things as SPECIAL BUSINESS may be deemed necessary to give effect to this resolution.” 5. Approval for acceptance of Deposits from Public/ Members. 6. Consider payment of Remuneration to Mr. Vinod Rai (DIN -00041867), Chairman (Non - Executive) To consider and if thought fit, to pass, the following & Independent Director of the Company for the resolution as an Ordinary Resolution: Financial Year 2026-27, which may exceed 50% of “RESOLVED THAT pursuant to the provisions of the total annual remuneration payable to all the Sections 73, 76 and all other applicable provisions, Non – Executive Directors of the Company. if any, of the Companies Act, 2013 (the “Act”) To consider and if thought fit, to pass, the following and the Companies (Acceptance of Deposits) resolution as a Special Resolution: Rules, 2014 (the “Rules”) (including any statutory modification(s) or re-enactment thereof for the “RESOLVED THAT in accordance with the time being in force), consent of the Members of Regulation 17(6)(ca) of the SEBI (Listing the Company be and is hereby accorded to the Obligations and Disclosure Requirements) Company to invite/accept/renew from time to time Regulations, 2015, and other applicable provisions, if any, of the Companies Act, 2013 and the rules NOTES: framed thereunder, as amended and basis the recommendation of the Nomination and 1. An Explanatory Statement setting out the material Remuneration Committee and as approved by facts pursuant to Section 102 of the Companies Act, the Board of Directors of the Company, consent 2013 (“Act”) and applicable Secretarial Standards, of the Members of the Company be and is relating to special business to be transacted at the hereby accorded for payment of remuneration to Annual General Meeting (“AGM”), is annexed to the Mr. Vinod Rai (DIN -00041867), Chairman (Non - Notice. Executive) & Independent Director of the Company 2. The Ministry of Corporate Affairs (“MCA”), vide for the Financial Year 2026-27, which may exceed its General Circular No. 20/2020 dated 5 May 50% of the total annual remuneration that may be 2020 and 17/2020 dated April 13, 2020, in relation payable to all the Non - Executive Directors of the to “Clarification on passing of ordinary and Company for the Financial Year 2026-27, details of special resolutions by companies under the which are set out in the Explanatory Statement Companies Act, 2013”, General Circular Nos. annexed to the Notice.” 20/2020 dated 5 May 2020 and subsequent “RESOLVED FURTHER THAT the Board of circulars issued in this regard, the latest being Directors, Key Managerial Personnel and any other General Circular No 03/2025 dated 22 September person authorised by the Board of Directors of the 2025 in relation to “Clarification on holding of AGM Company be and are hereby severally authorised through VC/OAVM, collectively referred to as “MCA to do all such acts, deeds, matters and things as Circulars”, has allowed companies to conduct may be deemed necessary to give effect to this the Annual General Meeting(“AGM”) through resolution.” Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) at a common venue without physical presence of members. In compliance (By Order of the Board) with the provisions of the Companies Act, 2013 for Kalyan Jewellers India Limited (the Act), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (Listing Regulations) and MCA Circulars, the 18th AGM of the Company is being conducted through Jishnu R G VC/OAVM at the registered office of the Company Place: Thrissur Company Secretary as the deemed venue. Date: 04 August 2026 ACS No. 32820 3. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of Listing Regulations (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its shareholders in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL. 4. The attendance of the shareholders attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Act. 5. Since the AGM is being held thro [Showing first 8,000 characters — download PDF for full document]