PROSPECTUS
March 19, 2021
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer
KALYAN JEWELLERS INDIA LIMITED
Our Company was originally formed as a sole proprietorship under the name of Kalyan Jewellers at Thrissur in 1993. Thereafter, the sole proprietorship was converted into a partnership firm under the name of Kalyan Jewellers which was
registered under the Indian Partnership Act, 1932 with the Registrar of Firms, Kerala on May 4, 2006. Subsequently, the name of the partnership firm was changed from Kalyan Jewellers to Kalyan Jewellers TSK in the year 2008. The
partnership firm was thereafter converted into a private limited company under the Companies Act, 1956 with the name Kalyan Jewellers TSK Private Limited and a certificate of incorporation dated January 29, 2009 was issued by the Registrar
of Companies, Tamil Nadu at Coimbatore. Subsequently, the name of our Company was changed to Kalyan Jewellers India Private Limited, pursuant to our Shareholders’ resolution dated February 7, 2009 and a fresh certificate of incorporation
was issued by the Registrar of Companies, Tamil Nadu at Coimbatore on February 10, 2009. The name of our Company was further changed to Kalyan Jewellers India Limited upon conversion to a public limited company pursuant to our
Shareholders’ resolution dated March 28, 2016 and a fresh certificate of incorporation was issued by the Registrar of Companies, Ernakulam (“RoC”) on June 15, 2016. For details of change in the name and address of the registered office of our
Company, see “History and Certain Corporate Matters” on page 167.
Registered and Corporate Office: TC-32/204/2, Sitaram Mill Road, Punkunnam, Thrissur, Kerala – 680 002; Tel: +91 487 24 37 333
Contact Person: Mr. Jishnu R.G., Company Secretary and Compliance Officer; Tel: +91 487 24 37 100
E-mail: compliance@kalyanjewellers.net; Website: www.kalyanjewellers.net
Corporate Identity Number: U36911KL2009PLC024641
OUR PROMOTERS: MR. T.S. KALYANARAMAN, MR. T.K. SEETHARAM AND MR. T.K. RAMESH
INITIAL PUBLIC OFFERING OF 135,057,470
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EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF KALYAN JEWELLERS INDIA LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A
PRICE OF ₹ 87* PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 77 PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING TO ₹ 11,748.16 MILLION, COMPRISING A FRESH ISSUE OF 91,954,022
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EQUITY SHARES BY OUR COMPANY AGGREGATING TO ₹ 7,998.16 MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 43,103,448
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EQUITY SHARES (“OFFERED SHARES”) AGGREGATING TO ₹
3,749.99 MILLION, COMPRISING 14,367,816
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EQUITY SHARES AGGREGATING TO ₹ 1,249.99 MILLION BY MR. T.S. KALYANARAMAN (“PROMOTER SELLING SHAREHOLDER”) AND 28,735,632
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EQUITY
SHARES AGGREGATING TO ₹ 2,499.99 MILLION BY HIGHDELL INVESTMENT LTD (“INVESTOR SELLING SHAREHOLDER” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER, THE
“SELLING SHAREHOLDERS” AND SUCH OFFER, THE “OFFER FOR SALE” AND TOGETHER WITH THE FRESH ISSUE, THE “OFFER”).
THE OFFER INCLUDED A RESERVATION OF 229,885
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EQUITY SHARES AGGREGATING TO ₹ 18.16 MILLION, FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINAFTER) (THE
“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER
CONSTITUTED 13.11% AND 13.09% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.
*Our Company and the Selling Shareholders, in consultation with the Lead Managers, have offered a discount of ₹ 8 per Equity Share to Eligible Employees bidding in the Employee Reservation Portion.
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Subject to finalization of Basis of Allotment.
The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“SEBI ICDR Regulations”). The Offer was made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Net Offer was available for allocation on a proportionate basis to
Qualified Institutional Buyers (“QIBs”) (“QIB Portion”). Our Company and the Selling Shareholders in consultation with the Lead Managers, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of
the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids having been received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5% of the QIB Portion (excluding the Anchor Investor Portion) was
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been
received at or above the Offer Price. Further, not less than 15% of the Net Offer was available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Net Offer was available for allocation to Retail Individual Investors in
accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders, other than Anchor Investors, were mandatorily required to participate in the Offer through the Application Supported by Blocked Amount
(“ASBA”) process by providing details of their respective ASBA Account (as defined hereinafter) in which the Bid Amount was to be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be. Anchor Investors were
not permitted to participate in the Anchor Investor Portion through the ASBA Process. For details, see “Offer Procedure” on page 430.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10. The Floor Price, Cap Price and Offer Price should not be taken to be indicative of the market price of the Equity Shares
after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking
an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares have not been recommended or approved by the Securities and
Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of investors is invited to the section “Risk Factors” on page 25.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer which is material in the context of the Offer, that the information contained in this
Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of
such information or the expression of any such opinions or intentions, misleading in any material respect. Further, each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms that the statements specifically made or confirmed by such
Selling Shareholder in this Prospectus to the extent of information specifically pertaining to itself and its portion of the Offered Shares in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and not misleading in
any material respect. However, each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by, about or in relation to, our Company, its business, the
other Selling Shareholder, or any other person(s) in this Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated September 3, 2020 and
September 24, 2020, respectively. For the purposes of the Offer, the Designated Stock Exchange is NSE. A copy of the Red Herring Prospectus has been and a signed copy of this Prospectus shall be filed with the RoC in accordance with Section 26(4) of the
Companies Act, 2013. For details of the material contracts and documents which were available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 501.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS
Axis Capital Limited
1
st
floor, Axis House
C-2 Wadia International Centre
P.B. Marg, Worli
Mumbai 400 025
Maharashtra, India
Telephone: +91 22 4325 2183
Investor Grievance e-mail: complaints@axiscap.in
Website: www.axiscapital.co.in
Contact Person: Ms. Mayuri Arya
SEBI Registration No.: INM000012029
Citigroup Global Markets India Private Limited
1202, 12
th
Floor
First International Financial Center
G-Block, Bandra Kurla Complex, Bandra East
Mumbai 400 098
Maharashtra, India
Telephone: +91 22 6175 9999
Investor Grievance e-mail: investors.cgmib@citi.com
Website:
www.online.citibank.co.in/rhtm/citigroupglobalscreen1.
htm
Contact Person: Ms. Pallavi Garg
SEBI Registration No.: INM000010718
ICICI Securities Limited
ICICI Center, H.T. Parekh Marg
Churchgate, Mumbai 400 020
Maharashtra, India
Telephone: +91 22 2288 2460
Investor Grievance e-mail:
Website: www.icicisecurities.com
Contact Person: Mr. Rishi Tiwari/ Mr. Shekher Asnani
SEBI Registration No.: INM000011179
SBI Capital Markets Limited
202, Maker Tower ‘E’
Cuffe Parade
Mumbai 400 005
Maharashtra, India
Telephone: +91 22 2217 8300
Investor Grievance E-mail:
Website: www.sbicaps.com
Contact Person: Mr. Karan Savardekar / Mr. Sambit
Rath
SEBI Registration No.: INM000003531
BOOK RUNNING LEAD MANAGER
BOB Capital Markets Limited
Parinee Crescenzo, 1704, B Wing, 17
th
Floor
Plot no. C-38/39, G Block BKC
Bandra East, Mumbai 400 051
Maharashtra, India
Telephone: +91 22 6138 9300
Investor grievance e-mail: investorgrievance@bobcaps.in
Website: www.bobcaps.in
Contact person: Ms. Nivedika Chavan / Mr. Ninad Jape
SEBI registration number: INM000009926
Link Intime India Private Limited
C-101, 1
st
Floor, 247 Park
Lal Bahadur Shastri Marg
Vikhroli (West), Mumbai 400083
Telephone: +91 22 4918 6200
Investor Grievance e-mail: kalyan.ipo@linkintime.co.in
Website: www.linkintime.co.in
Contact Person: Ms. Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
BID/OFFER OPENED ON: March 16, 2021*
BID/OFFER CLOSED ON: March 18, 2021
* The Anchor Investor Bidding Date was one Working Day prior to the Bid/Offer Opening Date, i.e., March 15, 2021.