The Board of Directors Kalyan Jewellers India Limited
1. We have examined the attached Special Purpose RestatedStandalone Financial Information of Kalyan Jewellers India Limited (theCompany or the Issuer) comprising the Restated StandaloneStatement of Assets and Liabilities as at March 31 2020 2019 and 2018 the RestatedStandalone Statement of Profit and Loss (including other comprehensive income) theRestated Standalone Statement of Changes in Equity the Restated Standalone Statement ofCash Flow for the years ended March 31 2020 2019 and 2018 the Summary Statement ofSignificant Accounting Policies and other explanatory information (collectively theSpecial Purpose Restated Standalone Financial Information) as approved by theBoard of Directors of the Company at their meeting held on August 20 2020 for the purposeof preparation of restated consolidated financial information and inclusion in the DraftRed Herring Prospectus (DRHP) prepared by the Company in connection with itsproposed Initial Public Offer of equity shares (IPO) prepared in terms of therequirements of:
a) Section 26 of Part I of Chapter III of the Companies Act 2013 (theAct");
b) The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2018 as amended ("ICDR Regulations"); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019)issued by the Institute of Chartered Accountants of India (ICAI) as amendedfrom time to time (the Guidance Note).
2. The Company's Board of Directors is responsible for thepreparation of the Special Purpose Restated Standalone Financial Information for thepurpose of preparation of restated consolidated financial information and inclusion in theDRHP to be filed with Securities and Exchange Board of India BSE Limited National StockExchange of India Limited and Registrar of Companies Kerala in connection with theproposed IPO. The Special Purpose Restated Standalone Financial Information have beenprepared by the management of the Company on the basis of preparation stated in Note 2.1to the Special Purpose Restated Standalone Financial Information. The responsibility ofthe board of directors of the Company includes designing implementing and maintainingadequate internal control relevant to the preparation and presentation of the SpecialPurpose Restated Standalone Financial Information. The board of directors are alsoresponsible for identifying and ensuring that the Company complies with the Act ICDRRegulations and the Guidance Note.
3. We have examined such Special Purpose Restated StandaloneFinancial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon withyou in accordance with our engagement letter dated August 04 2020 in connection with theproposed IPO;
b) The Guidance Note. The Guidance Note also requires that we complywith the ethical requirements of the Code of Ethics issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonableassurance based on verification of evidence supporting the Restated Standalone FinancialInformation; and
d) The requirements of Section 26 of the Act and the ICDR Regulations.Our work was performed solely to assist you in meeting your responsibilities in relationto your compliance with the Act the ICDR Regulations and the Guidance Note in connectionwith the IPO.
4. These Special Purpose Restated Standalone FinancialInformation have been compiled by the management from the audited standalone Ind ASfinancial statements of the Company as at and for the years ended March 31 2020 2019 and2018 prepared in accordance with the Indian Accounting Standards (referred to asInd AS) as prescribed under Section 133 of the Companies Act 2013 read withCompanies (Indian Accounting Standards) Rules as amended from time to time and otheraccounting principles generally accepted in India which have been approved by the Board attheir meetings held on July 13 2020 July 23 2019 and July 26 2018 respectively.
5. For the purpose of our examination we have relied on auditreports issued by us dated July 13 2020 July 23 2019 and July 26 2018 on theStandalone financial statements of the Company as at and for the years ended March 312020 2019 and 2018 respectively as referred in Paragraph 4 above.
6. Based on our examination and according to the information andexplanations given to us we report that the Special Purpose Restated Standalone FinancialInformation:
a) have been prepared after incorporating adjustments for the changesin accounting policies material errors and regrouping/reclassifications retrospectivelyin the financial years ended March 31 2019 and 2018 to reflect the same accountingtreatment as per the accounting policies and grouping/classifications followed as at andfor the year ended March 31 2020;
b) do not require any adjustment for modification as there is nomodification in the underlying audit reports; and
c) have been prepared in accordance with the Act ICDR Regulations andthe Guidance Note.
7. We have complied with the relevant applicable requirements ofthe Standard on Quality Control (SQC) 1 Quality Control for Firms that Perform Audits andReviews of Historical Financial Information and Other Assurance and Related ServicesEngagements.
8. The Special Purpose Restated Standalone Financial Informationdo not reflect the effects of events that occurred subsequent to the respective dates ofthe reports on the audited standalone financial statements mentioned in paragraph 4 above.
9. This report should not in any way be construed as areissuance or re-dating of any of the previous audit reports issued by us nor should thisreport be construed as a new opinion on any of the financial statements referred toherein.
10. We have no responsibility to update our report for events andcircumstances occurring after the date of the report.
11. Our report is intended solely for use of the Board of Directors forthe purpose of preparation of restated consolidated financial information and inclusionand for inclusion in the DRHP to be filed with Securities and Exchange Board of India BSE
Limited National Stock Exchange of India Limited and Registrar ofCompanies Kerala in connection with the proposed IPO. Our report should not be usedreferred to or distributed for any other purpose except with our prior consent inwriting. Accordingly we do not accept or assume any liability or any duty of care for anyother purpose or to any other person to whom this report is shown or into whose hands itmay come without our prior consent in writing.
| ||For DELOITTE HASKINS & SELLS LLP |
| ||Chartered Accountants |
| ||(Firm's Registration No. 117366W/W-100018) |
| ||Balaji M N |
| ||Partner |
|Place: Bengaluru ||(Membership No. 202094) |
|Date: August 20 2020 ||UDIN: 20202094AAAACS1915 |