Meeting Details

  • Date: Saturday, September 19, 2026
  • Time: 11:30 A.M. IST
  • Location/Venue: Held via Video Conference (VC)/Other Audio-Visual Means (OAVM). The registered office at TC-32/204/2, Sitaram Mill Road, Punkunnam, Thrissur, Kerala – 680 002 is the deemed venue.
  • Type of Meeting: Annual General Meeting (AGM)

Proposed Resolutions and Implications

Ordinary Business

1. To receive, consider, and adopt the Audited Financial Statements and Consolidated Financial Statements for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and Auditors.

2. To declare a final dividend of ₹2.50 per equity share (face value ₹10 each) for FY 2025-26.

3. To re-appoint Mr. TK Seetharam (DIN: 01021898), a Director retiring by rotation.

4. To re-appoint Mr. Salil Nair (DIN: 01955091), a Director retiring by rotation.

Special Business

5. Approval for acceptance of Deposits from Public/Members: An Ordinary Resolution seeking shareholder consent for the company to invite/accept/renew deposits from the public and/or members, pursuant to Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. Consider payment of Remuneration to Mr. Vinod Rai: A Special Resolution to approve payment of remuneration to Mr. Vinod Rai (DIN: 00041867), the Chairman (Non-Executive) & Independent Director, for FY 2026-27. The proposed remuneration is ₹26,00,000 (Twenty Six Lakhs) by way of commission, in addition to sitting fees, which may exceed 50% of the total annual remuneration payable to all Non-Executive Directors.

Voting Process and Methods

  • Remote E-Voting: The facility for remote e-voting is provided through National Securities Depository Limited (NSDL).
  • Remote E-Voting Period: Begins on Wednesday, September 16, 2026, at 09:00 A.M. (IST) and ends on Friday, September 18, 2026, at 05:00 P.M. (IST).
  • E-Voting during AGM: Members attending the AGM via VC/OAVM who have not voted remotely can vote electronically during the meeting.
  • Cut-off Date: Saturday, September 12, 2026, for determining eligibility to vote.
  • Voting Rights: Proportional to the paid-up equity share capital held as of the cut-off date.

Scrutiniser's Role and Appointment

  • Scrutiniser: Mr. MR Thiagarajan, ACS-5327/COP-6487, a Company Secretary in Practice from Coimbatore, has been appointed to scrutinize the remote e-voting process and voting during the AGM.
  • Duties: The Scrutiniser will scrutinize all votes cast (remote and during the meeting), prepare a consolidated Scrutiniser's Report, and submit it to the Chairman. The results will be declared within two working days from the conclusion of the AGM.

Shareholder Participation and Compliance

  • Attendance: Shareholder attendance via VC/OAVM counts towards quorum under Section 103 of the Companies Act, 2013. Physical attendance is dispensed with.
  • Proxy Facility: The facility for appointing proxies is not available for this virtual AGM. However, corporate bodies can appoint authorized representatives.
  • Compliance: The notice confirms compliance with the Companies Act, 2013, SEBI LODR Regulations, 2015, and relevant MCA circulars (including General Circular No. 03/2025) regarding the conduct of virtual AGMs.
  • Record Date for Dividend: Saturday, September 12, 2026.
  • Register of Members Closure: From Sunday, September 13, 2026, to Saturday, September 19, 2026 (both days inclusive).

Other Relevant Information

  • Dividend Payment: Dividend will be paid electronically within 30 days of shareholder approval. TDS will be deducted as per the Income-tax Act, 2025 (10% for residents with PAN, 20% without; 20% for non-residents, subject to DTAA benefits).
  • Document Availability: The notice, annual report, and other referred documents are available on the company's website (www.kalyanjewellers.net), stock exchange websites (BSE, NSE), and NSDL's e-voting portal.
  • VC/OAVM Access: Members can join the meeting 15 minutes before/after commencement. Access is on a first-come, first-served basis for up to 1,000 members, excluding large shareholders, promoters, institutions, directors, KMPs, and committee chairpersons.
  • Transcript: A recorded transcript of the AGM will be hosted on the company's website.