Directors Report of PC Jeweller Ltd.

Mar 31, 2023

DIRECTORS'' REPORT

Dear Members,

Your Directors have pleasure in presenting the 18^th Annual Report
along with the audited financial statements of the Company for
the financial year ended March 31,2023.

FINANCIAL SUMMARY

The summary of standalone financial statements of the Company
for the financial year ended March 31, 2023 and previous year are
as under:

Particulars	2022-23	2021-22
Revenue from operations	2,359.46	1,574.05
Other income	147.85	59.51
Total income	2,507.31	1,633.56
Profit / (loss) before finance costs, depreciation and tax	272.70	(44.54)
Less: Finance cost	491.69	437.37
Less: Depreciation & amortisation expenses	25.85	26.24
Profit / (loss) before tax	(244.84)	(508.15)
Less: Tax Expense	94.27	(118.55)
Net profit / (loss) after tax	(339.11)	(389.60)
Other comprehensive income for the year, net of tax	0.46	0.37
Total comprehensive income / (loss) for the year	(338.65)	(389.23)
Earnings per equity share (in T):
Basic	(7.29)	(8.37)
Diluted	(7.29)	(8.37)
Paid-up share capital	465.40	465.40
Other equity	3,079.65	3,418.39

THE COMPANY''S PERFORMANCE AND STATE OF AFFAIRS

The Company is one of the leading jewellery companies in the
organised jewellery retail sector in India. It is engaged in the business
of trade, manufacture and sale of gold, diamond, precious stone,
gold and diamond studded jewellery as well as silver articles. As on
March 31, 2023, the Company has total of 81 showrooms including
12 franchisee showrooms and also has 4 manufacturing units in India.

The Company offers wide range and variety of jewellery to cater not
only to wedding jewellery but party and daily wear also. In view of
changing trends and customers preferences, the Company keeps on

launching new jewellery designs and collections from time to time. It
owns jewellery sub-brands Swarna Dharohar, Inayat and Mirosa and
has launched a number of jewellery collections over the years. Some
of the prominent jewellery collections of the Company are Wedding
Collection, Folia Amoris, The Fluttering Beauty, Mens Collection,
Diamond Mangalsutra, Watch Accessories etc.

During the year, the revenue from operations of your Company
increased by almost 50% to ? 2,359.46 crore from ? 1,574.05 crore
during previous year. As a result of increase in revenue, the Company''s
net loss decreased by almost 13% to ? 339.11 crore as compared to ?
389.60 crore during previous year.

Although the Company continues to remain loss making but its
gross margins have improved to 15.62% as against 12.45% achieved
during the previous year. Further, the Company has also turned
EBIDTA positive as on March 31,2023 with an EBIDTA of 11.56% vis a
vis an EBIDTA of (2.83%) as on March 31,2022.

During the previous year, the Company''s Lenders classified its
accounts Non-Performing Assets ("NPA") due to default / non¬
payment of debt / interest etc. on account of decline in the business
and revenues of the Company caused by Covid-19 pandemic.
However, the Company is contesting the classification of its accounts
as NPA in various legal forums and the matter is currently sub-judice.

After NPA classification, the Company approached its Lenders with
a resolution proposal under the appropriate Guidelines of Reserve
Bank of India. However, due to non-receipt of requisite rating from
one of the Rating Agencies, the Company''s resolution plan could
not proceed further and State Bank of India ("SBI") moved the Debt
Recovery Tribunal, Delhi ("DRT") during the year under review.
In response, the Company filed an appeal with Debt Recovery
Appellate Tribunal, Delhi for relief and the matter is currently sub-
judice. Subsequently, Union Bank of India (with seven other banks) as
well as Indian Bank also separately moved DRT and their matters are
also currently sub-judice.

The Company in addition to replying suitably to the Banks, has also
approached the High Court of Delhi against SBI stating that that there
is a non-compliance of the Principle of Natural Justice in as much
as the Company was not given any opportunity to explain its case
after January 2, 2023 and unilateral decision has been taken by SBI.
The Hon''ble Court has accepted the Company''s prayer and issued a
notice to SBI, which has been accepted by their learned counsel. The
Company has also filed counter claims for ? 10,034 crores, ? 16,759
crores and ? 2,956 crores against SBI, Union Bank (and seven other

banks) and against Indian Bank respectively, before DRT and these
matters are also currently sub-judice.

Although there is no certainty either on the time frame or the end
result of these on-going legal proceedings, but the Company
continues to remain confident about a positive outcome of the same
as well as retaining its going concern status.

CAPITAL STRUCTURE

Authorised Share Capital: The authorised share capital of the
Company remained unchanged at ? 760 crore comprising of 50 crore
equity shares of ? 10/- each and 26 crore preference shares of ? 10/-
each.

Paid-Up Share Capital: The paid-up share capital of the Company
also remained unchanged at ? 465,40,38,960/- comprising of
46,54,03,896 equity shares of ? 10/- each.

DIVIDEND

The Board of Directors ("Board") has not recommended any
dividend for the year.

TRANSFER TO RESERVES

The Boardhas not proposed transfer of any amount to the reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has 7 Directors comprising of 2 Executive Directors and
5 Non-Executive Independent Directors including 1 Woman Director.

During the year Smt. Sannovanda Machaiah Swathi was re-appointed
as an Independent Director of the Company for second term of 5
years with effect from January 19, 2023. In the opinion of the Board,
she is a person of integrity, possesses relevant expertise / experience
and fulfils the conditions as per applicable laws and is independent
of the management of the Company.

Shri Ramesh Kumar Sharma is liable to retire by rotation at the 18^th
AGM of the Company and being eligible, offered himself for re¬
appointment as a Director of the Company.

Pursuant to Regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("LODR Regulations")
and Secretarial Standard 2 issued by the Institute of Company
Secretaries of India, the details of Shri Ramesh Kumar Sharma form
part of the Notice convening the 18^th AGM.

During the year under review, no changes have taken place among
Key Managerial Personnel of the Company.

SUBSIDIARY COMPANIES

During the year under review, the Company had following wholly
owned non-material subsidiaries:

i) PC Universal Private Limited: It is engaged in the business of
manufacturing and export of gold jewellery. It has not carried
out any business operations during the year under review.
However, due to other income, mainly net gain on foreign
currency transactions and translations, it registered net profit of
? 12.55 crore.

ii) Transforming Retail Private Limited: It is engaged in the
business of online retail trading of gold and diamond jewellery.
During the year under review,its revenue from operations was
? 139.70 crore and it incurred net loss of ? 2.64 crore. It ceased to
be a subsidiary of the Company in March 2023.

iii) Luxury Products Trendsetter Private Limited: It is engaged
in the business of manufacturing / job working and trading
of jewellery. During the year under review its revenue from
operations was ? 11.83 crore and it registered net profit of ? 5.61
crore.

iv) PCJ Gems & Jewellery Limited: It is authorized to carry on the
business of manufacturing and trading of all kinds of jewellery.
However, it has not commenced business operations during the
year under review.

v) PC Jeweller Global DMCC: It is engaged in the business of
jewellery trading. During the year under review its revenue from
operations was ? 43.70 crore and it registered net profit of ? 9.92
crore.

During the year under review, no company has become subsidiary
of the Company.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (the "Act") a statement containing salient features
of the financial statements of the subsidiaries (Form AOC-1) is
annexed as "Annexure - 1" to this Report.Please refer Note 57 of
the consolidated financial statements for the financial year ended
March 31, 2023 for the details of contribution of the subsidiaries to
the overall performance of the Company. The financial statements
of all the subsidiaries are available on the Company''s website www.
pcjeweller.com in Investors section.

ASSOCIATE AND JOINT VENTURE COMPANIES

The Company do not have any associate or joint venture company
within the meaning of Section 2(6) of the Act and during the year
no company has become or ceased to be associate or joint venture
company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company have been
prepared in accordance with the accounting principles applicable
in India including Indian Accounting Standards (IND AS) specified
under Section 133 of the Act read with the rules made thereunder
and forms part of the Annual Report.

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.

COST RECORDS

The Company is not required to maintain cost records as specified
under Section 148 of the Act.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT
DIRECTORS

All Independent Directors of the Company have confirmed their
independence and submitted declaration of independence with
the Company in accordance with the provisions of the Act and LODR
Regulations. They have also confirmed that they are not aware of
any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without
any external influence.

BOARD MEETINGS

During the year 5 Board meetings were held on May 30, 2022; July
23, 2022; August 9, 2022; October 27, 2022 and February 14, 2023
respectively.

AUDIT COMMITTEE

Audit Committee comprises of 4 Directors including 3 Independent
Directors. Dr. Manohar Lal Singla, Independent Director, is the
Chairman of the Committee. For further details, please refer to Report
on Corporate Governance.

PUBLIC DEPOSITS

The Company was accepting unsecured deposits from the public
under jewellery purchase scheme ''Jewel for Less. However, during
financial year 2019-20, the Company stopped accepting fresh
deposits from the public after credit rating of its deposit programme
was downgraded below minimum investment grade by the rating
agency. Since then the Company has neither invited nor accepted
any fresh deposits but has only been redeeming the same mainly by
sale of jewellery with applicable discount benefit. During the year,

the Company has repaid / redeemed all the existing outstanding
deposits.

During the year under review, the Company has not accepted any
deposits and nothing remained unpaid or unclaimed as at the
end of the year. There was no default in repayment of deposits or
payment of interest thereon during the year.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans given and investments made by the Company
are disclosed in the notes forming part of the financial statements.
The Company has not provided any guarantee.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH
RELATED PARTIES

All the related party transactions entered into by the Company
during the year under review were on arm''s length basis and in
the ordinary course of business. The Company had not entered
into any contract / arrangement / transaction with related parties,
which could be considered as material in accordance with the
Company''s Policy on Materiality of and Dealing with Related Party
Transactions. Hence, disclosure in Form AOC - 2 is not required.
The details of transactions with related parties during the year
have been disclosed in Note 37 of the financial statements.

PARTICULARS OF TRANSACTIONS WITH ANY PERSON OR
ENTITY BELONGING TO PROMOTER / PROMOTER GROUP
HOLDING 10% OR MORE SHAREHOLDING

Shri Balram Garg and Smt. Krishna Devi hold more than 10%
shares in the Company. The details of transactions of the Company
with them during the year under review are as under:

Particulars	Year ended March 31, 2023
Rent paid:
Shri Balram Garg	0.01
Smt. Krishna Devi	0.10

RISK MANAGEMENT

The Company has put in place a Risk Management Policy
to define a framework for identification, assessment,
categorisation and treatment of risks and selecting appropriate
risk management approach. The Company''s outlook in dealing
with various risks associated with the business includes the
decision on acceptance of risks, avoidance of risks, transfer
of risks and risks tolerance level. Pursuant to Regulation 21
of LODR Regulations, the Company has constituted a Risk
Management Committee, which comprises of 3 Directors

including 1 Independent Director. For further details on Risk
Management Committee, please refer to Report on Corporate
Governance.

INTERNAL CONTROL SYSTEMS

The Company has effective internal control systems in place, which
ensures that all the assets of the Company are safeguarded and
protected against any loss from unauthorized use or disposition.
Internal auditor also periodically carried out review of the internal
control systems and procedures and their reports are placed
before Audit Committee for its review. There were no significant
comments / findings in the reports of Internal auditor during the
year under review.

The Company has also put in place adequate internal controls
with reference to the financial statements commensurate with
the size and nature of operations of the Company. Such controls
were tested and test results summary of the testing done based
on key controls shown effective controls prevailing within the
Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR
AND DATE OF THE REPORT

There have been no material changes and commitments affecting
financial position of the Company between end of the financial
year and the date of the report. However, after end of the financial
year, State Bank of India ("SBI") filed a petition with National
Company Law Tribunal ("NCLT") alleging default of an amount
of ? 1,180.20 crores as on April 30, 2023, which has been denied
by the Company. The Company has also taken necessary steps to
oppose the petition filed by SBI before Hon''ble NCLT.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY

The Company is committed towards conservation of energy.
In its efforts towards conservation of energy, the Company is
having a solar energy plant at one of its manufacturing units
as a source of renewable energy and emphasises on optimal
use of energy and avoid wastages.

B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and
development activities.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s foreign exchange earnings and outgo during
the year were Nil.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

Pursuant to the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the rules framed thereunder, the Company has adopted a policy
against sexual harassment. The Company has constituted Internal
Complaints Committee for redressal of complaints on sexual
harassment. During the year under review, the Company had not
received any complaint on sexual harassment and no complaint
was pending as on March 31,2023.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy, which provides
a formal mechanism for all the employees and Directors of
the Company to report about unethical behaviour, actual or
suspected fraud or violation of the Company''s code of conduct
and leak of unpublished price sensitive information etc. and
provides reassurance that they will be protected from reprisals or
victimization for whistle blowing.

During the year under review, the Company had not received
any complaint under Whistle Blower Policy and no complaint
was pending as on March 31,2023. The Policy is available on the
Company''s website www.pcjeweller.com in Investors section.

BOARD EVALUATION

The Company has in place the Board approved criteria for
evaluation of performance of the Board, its Committees and
individual Directors. The annual performance evaluation of the
Board, its Committees and the Directors is carried out on the basis
of evaluation forms, which include a rating mechanism.

The Board carried out annual performance evaluation of its own
performance on the basis of evaluation forms received from
all the Directors. The performance of each Committee of the
Board was evaluated by the Board, based on evaluation forms
received from members of the respective Committee. Further,
performance of individual Directors was evaluated by Nomination
and Remuneration Committee as well as the Board on the basis
of evaluation forms received from all the Directors except the
Director being evaluated. Independent Directors also reviewed
the performance of the Board and Non-Independent Directors at
their separate meeting.

The criteria for performance evaluation of the Board and
its Committees amongst others include their composition,
processes, information and functioning, terms of reference of
the Committees, etc. The criteria for performance evaluation of
the Directors including Independent Directors amongst others
include their contribution at the meetings, devotion of time and
efforts to understand the Company, its business, their duties and
responsibilities and adherence to the code of conduct, etc.

Based on the feedbacks received, the consolidated report on
the performance of the Board, its Committees and individual
Directors was placed before the Board. The Board expressed
satisfaction over the performance of the Board, its Committees
and the Directors.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the year under review and thereafter State Bank of India
("SBI") and some other consortium member banks moved the
Debt Recovery Tribunal ("DRT") for recovery of their outstanding
amounts. In response, the Company has filed an appeal with Debt
Recovery Appellate Tribunal against petition filed by SBI with DRT
for relief and the matter is currently sub-judice.

The Company has also filed a claim for ? 10,034 crores against SBI
before DRT and this matter is also currently sub-judice.

Further, after end of the year, SBI also filed a petition with National
Company Law Tribunal ("NCLT") alleging default of an amount of
? 1,180.20 crores as on April 30, 2023, which has been denied by
the Company. The Company has already taken necessary steps to
oppose the petition filed by SBI before Hon''ble NCLT.

However, as on date no significant / material orders have been
passed by the regulators or courts or tribunals impacting the
going concern status of your Company and its operations in
future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm
that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed and there were no
material departures from the same;

b) the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end

of the financial year and of the profit and loss of the Company
for that period;

c) the Directors had 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;

d) the Directors had prepared the annual accounts on a going
concern basis;

e) the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

EMPLOYEE STOCK OPTION PLAN

With the objective of retaining talent and reward loyalty, the
Company has in place PC Jeweller Limited Employee Stock
Option Plan 2011 ("ESOP 2011"). ESOP 2011 is in compliance
with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. During the year under review, no changes were
made in ESOP 2011.

The disclosure relating to ESOP 2011 as required under the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 is available on the Company''s website and can be accessed
through the link https://corporate.pcjeweller.com/wp-content/
uploads/201 5/06/investors/downloads/FY-2024/Others/
ESOP-Disclosure-under-the-SEBI-SBEB-&-SE-Regulations-2021.
pdf. The certificate of secretarial auditor with respect to the
implementation of ESOP 2011 will be available for inspection by
Members during the 18^th AGM.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION
AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

Nomination & Remuneration Policy of the Company is designed to
identify the persons for appointment as Director(s) and who may
be appointed in Senior Management including Key Managerial
Personnel ("KMP") as well as determining the remuneration of
the Director, KMP and other employees and to attract, motivate
and retain manpower by creating a congenial work atmosphere,
encouraging initiatives, personal growth and team work by
creating a sense of belonging and involvement, besides offering
appropriate remuneration packages.

The objective of Policy on Criteria for determining Qualifications,
Positive Attributes and Independence of a Director is to define the
criteria for determining the qualifications, positive attributes and
independence of a Director.

No changes have been made in both the policies during the year.
The policies are available on the Company''s website and can
be accessed through the link https://corporate.pcjeweller.com/
codes-policies/

MANAGEMENT DISCUSSION AND ANALYSIS

As per LODR Regulations, Management Discussion and Analysis
Report forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per LODR Regulations, Business Responsibility and
Sustainability Report forms part of the Annual Report.

DIVIDEND DISTRIBUTION POLICY

The Company has in place a Dividend Distribution Policy in terms
of Regulation 43A of LODR Regulations. The Policy is available
on the Company''s website and can be accessed through the link
https://corporate.pcjeweller.com/wp-content/uploads/2015/06/
investors/corporate-governance/Dividend-Distribution-Policy.
pdf.

ANNUAL RETURN

In accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules, 2014,
Annual Return is available on the Company''s website and can
be accessed through the link https://corporate.pcjeweller.com/
annual-return/

AUDITORS AND THEIR REPORTS
STATUTORY AUDITORS

M/s Arun K. Agarwal & Associates, Chartered Accountants (Firm
Registration No. 003917N) were appointed as statutory auditors
of the Company for 5 years from the conclusion of the 15^th AGM
till the conclusion of the 20^th AGM of the Company.

The notes to the financial statements referred to in statutory
auditors'' report are self-explanatory and do not call for any
further explanations or comments. However, the explanations
or comments of the Board on the qualification, reservation or
adverse remark or disclaimer made in statutory auditors'' report
are as under:

1) Para 3 (i) of Independent Auditors'' Report regarding
providing of discounts to export customers during the
financial year ended March 31, 2019

The management had extended the discounts as on March
31, 2019 in view of the genuine business problems and
operational issues being faced by its overseas buyers. The
discount extended amounted to one-time discount of 25%
of the export value of outstanding receivables as on March
31, 2019. The discount extended was in accordance with
the FED Master Direction No. 16/2015-16 dated January
1, 2016 issued by the Reserve Bank of India. Subsequently,
the Company has obtained approvals from Authorized
Dealer Banks for reduction in the receivables corresponding
to discounts amounting to ? 330.49 crore and approval for
the balance amount i.e. ? 183.16 crore is under process. The
discount extended was in accordance with the aforesaid
Master Direction and the management does not expect any
material penalty to be levied and therefore, no provision for
the same has been recognized in the financial statements.

2) Para 3 (ii) of Independent Auditors'' Report regarding
adequacy of the provision for expected credit loss
/ impairment and its consequential impact and
adjustments on the standalone financial statements

The Company has made a provision for expected credit loss
as on March 31,2023 based on revised payment schedule as
provided by its overseas buyers and the same is in accordance
with the laid down accounting norms. The Company is
exploring various options, including legal recourse for
recovery of its overseas trade receivables and is confident of
the recovery of the same.

3) Para 3 (iii) of Independent Auditors'' Report regarding
inventory value and its consequential impact and
adjustments on the standalone financial statements

Debt Recovery Appellate Tribunal, Delhi has already stayed
the ex-parte order of seizing the inventory passed by Debt
Recovery Tribunal, Delhi and the matter is sub-judice. Given
the nature of the Company''s inventory, it does not envisage
any adverse impact of the on-going legal process on the net
realizable value of the inventory. Inventory with the Karigars
is a part of the routine business operations since long and
the Company does not envisage any losses on account of a
portion of its inventory lying with the karigars.

4) Para 5 of Independent Auditors'' Report regarding
material uncertainty related to going concern

During the year under review, State Bank of India ("SBI")
moved Debt Recovery Tribunal, Delhi ("DRT") for recovery
of its outstanding dues. In response, the Company filed an
appeal with Debt Recovery Appellate Tribunal, Delhi for
relief and the matter is currently sub-judice. Subsequently,
Union Bank of India (with seven other banks) as well as Indian
Bank also separately moved DRT and their matters are also
currently sub-judice.

The Company in addition to replying suitably to the Banks,
has also approached the High Court of Delhi against SBI
stating that that there is a non-compliance of the Principle
of Natural Justice in as much as the Company was not given
any opportunity to explain its case after January 2, 2023 and
unilateral decision has been taken by SBI. The Hon''ble Court
has accepted the Company''s prayer and issued a notice to
SBI, which has been accepted by their learned counsel. The
Company has also filed counter claims for ? 10,034 crores,
? 16,759 crores and ? 2,956 crores against SBI, Union Bank
(and seven other banks) and against Indian Bank respectively,
before DRT and these matters are also currently sub-judice.

Although there is no certainty either on the time frame or
the end result of these ongoing legal proceedings, yet the
Company continues to remain confident about a positive
outcome of the same and is taking appropriate steps to
ensure that its status as a going concern remains intact in spite
of the current adversities. The Management is confident that
it will be able to realize its assets and meet its liabilities and
commitments in the normal course of business considering
the net assets position of the Company irrespective of the
final conclusion of decision in the ongoing legal process.
Hence, the current position of the events does not raise any
concern on its going concern status. In view of the above the
management is confident that the Company will continue as
a going concern.

5) Para ii (a) of Annexure - A to Independent Auditors''
Report regarding physical verification of inventory lying
at some locations

The Auditor''s observation is a statement of fact and the
management does not have anything further to comment on
the same.

6) Para ii (b) of Annexure - A to Independent Auditors'' Report
regarding variances in quarterly statements filed with
the banks with the books of accounts of the Company

As compared to the total value of the Company''s inventory,
the variance in the value of inventory for the quarters ended

June 2022 and September 2022 are almost negligible and
have arisen only due to minor corrections during finalization
of the financial results. The variances in the values of sundry
receivables for the quarters ended June 2022 and September
2022 are on account of foreign exchange restatement and
expected credit loss provisions at the end of the financial
year.

Statements for the quarters ended December 2022 and
March 2023 were not submitted by the company on account
of initiation of legal action by its Lenders. Currently all the
legal proceedings are sub-judice, hence, submission of any
information by the Company, which was being done in a
routine manner earlier, is now subject to court orders.

7) Para iii (c), (d) and (e) of Annexure - A to Independent
Auditors'' Report regarding loans / advances granted by
the Company

The Company has in earlier years granted loans for business
purposes to its two subsidiaries as they do not enjoy any
credit facility from any bank / financial institution. However,
during the year, the Company has not granted any fresh
loans to them. Also there is a reduction in the quantum of
these loans during the year. Although there is no specific
schedule of repayment, yet loan is to be repaid by them
within specified period from the date of the receipt of each
tranche of loan and also carries agreed rate of interest. The
provision for impairment of loan to subsidiaries has been
made in accordance with the laid down accounting norms.

The staff advances have been extended to permanent
employees of the Company in the normal course for their
personal requirements. The staff advances amounting to
? 2.12 crore have been written off during the year in view
of the fact that those employees stood by the Company in
its difficult times and instead of expecting any increments
since long time or other benefits some of them actually
taken a cut in their salary. Hence, to reward their loyalty and
devotion to duty their advances have been written off after
taking approvals from Audit Committee and the Board of the
Company.

8) Para vii (a) of Annexure - A to Independent Auditors''
Report regarding arrears of undisputed statutory dues
outstanding for more than six months at the year end

The liquidity constraints being faced by the Company have
delayed the payment. However, the Company has already
received some refunds which have reduced its liability and
as on date has filed appeals with the Authorities which may

result in a refund of an amount which is more than the liability
of outstanding statutory dues.

9) Para ix (a) of Annexure - A to Independent Auditors''
Report regarding default in repayment of loans (including
interest) to Bankers

The Company is contesting the matter of so called "default" in
various legal fora and this matter is currently sub-judice.

10) Para xvii of Annexure - A to Independent Auditors'' Report
regarding cash losses incurred

The cash losses are the result of less revenue as compared to
the expenses incurred during the year.

11) Para xix of Annexure - A to Independent Auditors'' Report
regarding Company''s capacity of meeting its liabilities
existing as on Balance Sheet date

The management is confident that it will be able to realize its
assets and meet its liabilities and commitments in the normal
course of business considering the net assets position of the
Company irrespective of the final conclusion of decision in
the ongoing legal process.

12) Para xx (b) of Annexure - A to Independent Auditors''
Report regarding unspent CSR amount pursuant to
ongoing project not yet transferred to special account

The Company''s liquidity position had become very
constrained after March 2020 on account of lockdowns and
frequent disruptions in business due to spread of Covid-19
pandemic. Although, the Company had identified an ongoing
project for making requisite CSR expenditure during FY
2020-21 and 2021-22 but its banking transactions got highly
restricted during 2021-22 causing further liquidity constraints
for the Company. Further, the Company''s lenders have frozen
its bank accounts and have started legal proceedings for
recovery of their dues during the year. Hence, the Company
could neither spend nor transfer the unspent amount to
Unspent CSR Account. However, the Company is committed
to meet its CSR obligations after resolution of the banking
issues and improvement in the liquidity position.

SECRETARIAL AUDITOR

In accordance with Section 204 of the Act read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules,

2014, the Company appointed M/s Kirti Dureja & Co., Company

Secretaries, a peer reviewed firm, as a secretarial auditor of the
Company for the year under review.

Secretarial Audit Report is annexed herewith as "Annexure - 2"
to this Report. The explanations or comments of the Board on the
qualification, reservation or adverse remark or disclaimer made in
Secretarial Audit Report are as under:

1) Regarding the composition of the Board did not have
sufficient number of directors liable to retire by rotation

The Company will do the needful to ensure necessary
compliance in due course.

2) Regarding unspent CSR amounts for financial year 2020¬
21 and 2021-22 pursuant to ongoing project(s) are not
transferred to special account

Please refer to point no. 12 of the explanations or comments
of the Board on the qualification etc. in statutory auditors''
report.

DETAILS IN RESPECT OF FRAUDS

During the year under review, statutory and secretarial auditors
have not reported any fraud under Section 143(12) of the Act.

REPORT ON CORPORATE GOVERNANCE

As per LODR Regulations, Report on Corporate Governance forms
part of the Annual Report. The Corporate Governance Compliance
Certificate from Practicing Company Secretary is annexed as
"Annexure - 3" to this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act
read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of the employees of
the Company is annexed as "Annexure - 4" to this Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Policy of the Company lays
down the guidelines and mechanism for undertaking socially
useful programs for welfare and sustainable development of the
community, in the local area and around areas of operations of
the Company including other parts of the Country. The Policy is
available on the Company''s website and can be accessed through
the link https://corporate.pcjeweller.com/codes-policies/. Annual
Report on CSR activities pursuant to Section 135 of the Act and

Rules made thereunder is annexed as "Annexure - 5" to this

Report.

OTHER DISCLOSURES

During the year under review:

• There was no change in the nature of business of the
Company.

• No issue of equity shares with differential rights as to
dividend, voting or otherwise, was made.

• No issue of sweat equity shares to directors or employees
was made.

• No Whole-time Director received remuneration from any of
the subsidiary(ies) of the Company.

• No application was made or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any Bank
or Financial Institution.

• The equity shares of the Company have not been suspended
from trading by SEBI.

ACKNOWLEDGEMENT

Your Directors would like to convey their sincere gratitude and
place on record appreciation for the continued support and
co-operation of the Company''s customers, suppliers, investors
and regulatory authorities. Your Directors also appreciate the
commendable efforts, teamwork and professionalism of the
employees of the Company at all levels.

For and on behalf of the Board

Sd/- Sd/-

Place: New Delhi (RAMESH KUMAR SHARMA) (BALRAM GARG)

Date: August 14, 2023 Executive Director Managing Director

DIN: 01980542 DIN: 00032083

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 13^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

The highlights of the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2018, are as under:

(Rs. in crores, except earnings per share)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operations	9,488.97	8,104.58	9,615.44	8,479.55
Other income	98.96	109.15	91.08	97.25
Total income	9,587.93	8,213.73	9,706.52	8,576.80
Profit before finance costs, depreciation and tax	1,091.92	863.12	1,061.93	855.19
Less: Finance cost	301.29	274.71	303.89	278.56
Less: Depreciation & amortisation expense	20.46	22.01	21.46	22.48
Profit before tax	770.17	566.40	736.58	554.15
Less: Tax Expense	202.77	135.87	200.94	133.14
Net profit after tax	567.40	430.53	535.64	421.01
Other comprehensive income for the year, net of tax	0.50	(0.08)	2.51	(4.42)
Total comprehensive income for the year	567.90	430.45	538.15	416.59
Earnings per share (in Rs.):
Basic	14.94	12.03	14.16	11.64
Diluted	14.73	11.31	13.97	10.95

COMPANY’S PERFORMANCE AND BUSINESS OVERVIEW

During the year under review, revenue from operations of your Company on standalone basis grew by 17% to Rs.9,489 crores. The net profit after tax also registered a growth of 32% to Rs.567 crores. The share of domestic and export sales in the revenue from operations on standalone basis is Rs.6,799 crores (72%) and Rs.2,690 crores (28%) respectively.

Your Company is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and silver items and operates in different geographical areas i.e. domestic sales and export sales. Your Company is continuously moving ahead on its well defined growth path of:

Showroom expansion: The Company continues to focus on expanding its retail presence across the Country. The Company has three types of showrooms i.e. large format, small format and franchisee. As on March 31, 2018, the Company has 92 showrooms, out of which 82 showrooms are Company owned and remaining 10 are franchisee showrooms.

Launching new designs and collections: During the year the Company launched many new jewellery designs and collections like Amalia, Maa, Tattvam, Grecia and La Danza etc.

Strengthening in-house designing and manufacturing capabilities: The Company is having in-house designer’s team and 5 manufacturing facilities for meeting its requirements.

CHANGE IN SHARE CAPITAL

Authorised Share Capital: During the year the authorised share capital of the Company increased from Rs.500 crores to Rs.700 crores, comprising of 44 crores equity shares of Rs.10/- each and 26 crores preference shares of Rs.10/- each.

Paid-Up Share Capital: During the year following changes have taken place in the paid-up share capital of the Company:

a) 75,200 equity shares were allotted to the eligible employees of the Company under PC Jeweller Limited Employee Stock Option Plan 2011.

b) 17,92,12,800 equity shares were allotted to the shareholders as bonus shares in the proportion of 1 : 1.

c) 2,24,73,600 equity shares were allotted to an entity belonging to Non-Promoter category, upon conversion of 42,69,984 compulsorily convertible debentures of Rs.1,000/- each.

d) 1,34,56,000 equity shares were allotted to entities belonging to Non-Promoter category, upon conversion of 25,73,72,912 compulsorily convertible preference shares of Rs.10/- each.

Consequently, the paid-up share capital of the Company has been changed from Rs.436,51,05,120/- comprising of 17,91,37,600 equity shares of Rs.10/- each and 25,73,72,912 preference shares of Rs.10/each to Rs.394,35,52,000/- comprising of 39,43,55,200 equity shares of Rs.10/- each.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.50 per equity share (i.e. @5% of face value of Rs.10/- each) for the financial year 2017-18, subject to the approval of Members in the 13^th Annual General Meeting.

Your Directors have also recommended a dividend of Rs.1.30 per compulsorily convertible preference share (i.e. @13% of face value of Rs.10/- each) for the period from April 1, 2017 to September 1, 2017 (i.e. till the date of conversion of compulsory convertible preference shares), subject to the approval of Members in the 13^th Annual General Meeting.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose transfer of any amount to the General Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2018, the Board of your Company comprises of 8 Directors including 5 Independent Directors, which also includes 1 Woman Director.

During the year under review, Mrs. Sannovanda Machaiah Swathi was appointed as an Independent Director (Additional Director) for a term of 5 years with effect from January 19, 2018, subject to the approval of Members.

Shri Suresh Kumar Jain, Independent Director, whose first term as Independent Director will expire on September 18, 2018, has been re-appointed as an Independent Director (Additional Director) for a term of 5 years with effect from September 19, 2018, subject to the approval of Members by way of special resolutin.

Shri Padam Chand Gupta, Director, retires by rotation and being eligible, offeres himself for re-appointment at the 13^th Annual General Meeting.

Brief resumes of Mrs. Sannovanda Machaiah Swathi, Shri Suresh Kumar Jain and Shri Padam Chand Gupta, form part of the Notice convening the 13^th Annual General Meeting.

Shri Muneesh Chawla ceased to be a Director of the Company with effect from end of the day on January 20, 2018, due to withdrawal of his nomination by DVI Fund (Mauritius) Ltd. The Board placed on record its appreciation for the guidance and contribution made by Shri Muneesh Chawla during his tenure on the Board.

No changes among Key Managerial Personnel took place during the year. Shri Balram Garg, Managing Director, Shri Sanjeev Bhatia, Chief Financial Officer and Shri Vijay Panwar, Company Secretary continue to be Key Managerial Personnel of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2018, your Company has following wholly owned non-material subsidiary and step down subsidiary companies:

PC Universal Private Limited: It is engaged in the business of manufacturing and export of gold jewellery and ornaments. It is having a manufacturing facility at Noida Special Economic Zone, Noida (U.P.).

Transforming Retail Private Limited: It is engaged in the business of trading of all kinds of gold and diamond jewellery.

Luxury Products Trendsetter Private Limited: It is engaged in the business of manufacturing, buying, selling etc. of jewellery. It owns the gold jewellery brands AZVA & LoveGold.

PC Jeweller Global DMCC: It is engaged in the business of jewellery trading.

Comercializadora Internacional PC Jeweller International S.A.S.: It becomes step down subsidiary of the Company during the year under review. It is the wholly owned subsidiary of PC Jeweller Global DMCC and authorised to carry out all activities related with the purchase, sale, export and import of gold, silver and its alloys, and acts related with the commercialization of precious metals and jewellery items.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the “Act”) a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC - 1 forms part of the Annual Report. The statement also provides the highlights of performance of each of the subsidiary.

Your Company does not have any associate or joint venture company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’) notified under Section 133 of the Act and the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other pronouncements/provisions of applicable laws and form part of the Annual Report.

COST RECORDS

Your Company is not required to maintain cost records as specified under Section 148 of the Act.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act read with the applicable Schedules and Rules as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”).

NUMBER OF MEETINGS OF THE BOARD

During the year seven Board meetings were held on May 25, 2017;

August 1, 2017; August 9, 2017; September 8, 2017; November 13, 2017; January 19, 2018 and March 17, 2018. For further details, please refer to Report on Corporate Governance.

AUDIT COMMITTEE

Audit Committee of the Board comprises of four members, namely Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana, Shri Miyar Ramanath Nayak and Shri Balram Garg. Except Shri Balram Garg, Managing Director, all other Committee members are Independent Directors. Dr. Manohar Lal Singla, Independent Director, is the Chairman of the Committee. For further details, please refer to Report on Corporate Governance.

RISK MANAGEMENT

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditors of the Company regularly carry out review of the internal control systems and procedures. The internal audit reports are periodically reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

PUBLIC DEPOSITS

Your Company has been accepting unsecured deposits from the public under its jewellery purchase scheme “Jewel for Less”. The scheme is to facilitate customers of the Company to purchase jewellery by making deposits through monthly installments and also get benefit in the form of discount at the time of purchase of jewellery, based on the duration of the scheme. The requisite details relating to deposits, covered under Chapter V of the Act are as under:

a) Accepted during the year : Rs.181.75 crores

b) Remained unpaid or unclaimed as at the end of the year:

i) Deposits that have matured but not claimed : Rs.24.76 crores

ii) Deposits that have matured and claimed but not paid : Nil

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i) at the beginning of the year : Nil

ii) maximum during the year : Nil

iii) at the end of the year : Nil

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act.

STATUS OF UNCLAIMED / UNPAID SHARE APPLICATION MONEY AND DIVIDEND AMOUNTS

The status of unclaimed / unpaid share application money and dividend amounts as on March 31, 2018 is as under:

- Share application money due for refund in relation to Initial Public Offer: Rs.2.16 lakh

- Unclaimed / unpaid Dividend: Rs.5.46 lakh

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans / guarantees given and investments made by the Company have been disclosed in the notes forming part of the financial statements.

PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the year under review were on arm’s length basis and your Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Company’s Policy on Materiality of Related Party Transactions & Dealing with Related Party. Hence, disclosure in Form AOC - 2 is not required. The details of transactions with related parties have been disclosed in the notes forming part of the financial statements.

BORROWINGS AND DEBT SERVICING

The Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or any dues to debenture holder during the year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A) CONSERVATION OF ENERGY

In its endeavour towards conservation of energy your Company ensures optimal use of energy, avoid wastages and conserve energy as far as possible.

B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign exchange earnings and outgo during the year are as under:

Earnings : Rs.2,692.42 crores

Outgo : Rs.2,671.03 crores

DISCLOSURE AS PER SEXUAL HARRASSMENT 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 thereunder. The Company has constituted an Internal Complaints Committee for 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 March 31, 2018.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has in place a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct etc. and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The policy has been posted on the Company’s website.

BOARD EVALUATION

The Board of your Company on the recommendation of Nomination and Remuneration Committee had laid down the criteria for evaluation of performance of the Board, its Committees and individual Directors. Accordingly, annual performance evaluation process was carried out based on evaluation forms, which include a rating mechanism. Independent Directors also reviewed the performance of the Board as a whole, NonIndependent Directors and the Chairman.

The criteria for performance evaluation of the Board and its Committees amongst others includes their structure and composition, processes, information and functioning, terms of reference of the Committees, etc. The criteria for performance evaluation of individual Directors including Executive and Independent Directors amongst others includes their attendance and contribution at the meetings, devotion of time and efforts to understand the Company, its business, their duties and responsibilities and adherence to the code of conduct, etc.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant / material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEES STOCK OPTION PLAN

Your Company has formulated PC Jeweller Limited Employee Stock Option Plan 2011 (“ESOP 2011”), for grant of a maximum of 26,79,330 stock options to the eligible employees of the Company. ESOP 2011 is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. During the year, Members of the Company by a special resolution passed on June 28,

2017 approved grant of stock options under ESOP 2011 to the employees of subsidiary company(ies) and by another special resolution passed on October 26, 2017 approved amendment in Vesting Plan.

The amended Vesting Plan provides that the options granted under ESOP 2011 shall vest not earlier than 1 year and not later than 5 years from the Grant date. Within this period, the Vesting Plan could be different for different eligible employees as may be determined by Nomination and Remuneration Committee. The amended Vesting Plan is applicable only on grants made after passing of the resolution.

Further, due to corporate actions undertaken by the Company during the year, to make a fair and reasonable adjustments to the options granted earlier, Nomination and Remuneration Committee on January 19, 2018 granted 7,82,537 additional options under ESOP 2011 with regard to the options already granted but not yet vested / exercised by the option holders till the date of corporate actions. Accordingly, the total number of options reserved under ESOP 2011 also increased from 26,79,330 to 34,61,867.

The certificate from Statutory Auditors that the Scheme i.e. ESOP 2011 has been implemented in accordance with the SEBI Guidelines and the resolution passed by Members would be available for inspection by Members at the ensuing Annual General Meeting. The information required to be disclosed pursuant to the provisions of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/ POLICY CELL/2/2015 dated June 16, 2015 is available on the Company’s website www.pcjeweller.com in the Investor Section.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

Your Company has always considered human resources as invaluable assets of the Company.The Nomination & Remuneration Policy of the Company is designed to identify the persons for appointment as Director, Key Managerial Personnel and other Senior Management Personnel and to attract, motivate, improve productivity and retain manpower by creating a congenial work atmosphere, encouraging initiatives and team work by creating a sense of belonging and involvement, besides offering appropriate remuneration packages.

The objective of the Policy on Criteria for determining Qualifications, Positive Attributes and Independence of a Director is to determine qualifications, positive attributes and independence of a director.

The Nomination & Remuneration Policy as well as Criteria for determining Qualifications, Positive Attributes and Independence of a Director are placed on the Company’s website www.pcjeweller.com in the Investor Section.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under the LODR Regulations, the Management Discussion and Analysis Report forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under the LODR Regulations, the Business Responsibility Report forms part of the Annual Report.

AUDITORS AND THEIR REPORT STATUTORY AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) was appointed as Statutory Auditors of the Company for 5 years in the 10^th Annual General Meeting of the Company held on September 19, 2015, subject to ratification by Members at every Annual General Meeting. However, pursuant to amendment in Section 139 of the Act, the requirement of ratification of the appointment of Statutory Auditors at every Annual General Meeting has been omitted and accordingly the proposal for ratification of the appointment of M/s Walker Chandiok & Co LLP has not been considered.

The notes to the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further explanations or comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shri Randhir Singh Sharma, Practicing Company Secretary, New Delhi to conduct the Secretarial Audit of the Company for the year under review. The Secretarial Audit Report is annexed herewith as “Annexure - 1” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks except that 1) no Woman Director was on the Board for part of the year under review; and 2) the balance of deposit repayment reserve account was short by Rs.1.90 crore as at March 31, 2018. The Company has already appointed Woman Director on its Board during the year under review and had complied with the requirement. Further, after March 31, 2018 the requisite amount was deposited in Deposit Repayment Reserve Account and the Company had complied with the requirement.

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instance of fraud under Section 143(12) of the Act and rules made thereunder.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under the LODR Regulations forms part of the Annual Report. The certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed as “Annexure - 2” to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed as “Annexure - 3” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility Policy of the Company is placed on its website www.pcjeweller.com. The brief outline of the Corporate Social Responsibility Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year, in the prescribed format, as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as “Annexure - 4” to this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the LODR Regulations, your Company has formulated a Dividend Distribution Policy. The same is placed on the website of the Company and is annexed as “Annexure - 5” to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT - 9 is annexed as “Annexure - 6” to this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for the valuable support and cooperation of the Company’s employees, bankers, government and other statutory authorities, customers, suppliers and shareholders, who have reposed their continued trust and confidence in the Company.

For and on behalf of the Board

Sd/-

Date: August 27, 2018 (PADAM CHAND GUPTA)

Place: New Delhi Chairman

DIN: 00032794

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Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting their 12^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2017.

FINANCIAL HIGHLIGHTS

The highlights of the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2017, are as under:

(Rs. in crores, except earnings per share)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Revenue from operations	8,104.58	7,232.10	8,479.55	7,303.22
Other income	109.15	50.72	97.25	49.94
total revenue	8,213.73	7,282.82	8,576.80	7,353.16
Profit before finance costs, depreciation and tax	863.12	803.70	855.19	802.03
Less: Finance cost	274.71	244.65	278.56	244.95
Less: Depreciation & amortisation expense	22.01	22.61	22.48	22.66
Profit before tax	566.40	536.44	554.15	534.42
Less: Tax Expense	135.87	137.13	133.14	136.23
Net profit after tax	430.53	399.31	421.01	398.19
Other comprehensive income for the year, net of tax	(0.08)	0.35	(4.42)	0.35
total comprehensive income for the year	430.45	399.66	416.59	398.54
Earnings per share (in Rs.):
Basic	24.05	22.32	23.27	22.25
Diluted	22.61	22.28	21.89	22.22

During the year under review, revenue from operations on standalone basis grew by 12% to Rs.8,104.58 crores. The net profit after tax also registered a growth of about 8% to Rs.430.53 crores. The share of domestic and export sales in the revenue from operations on standalone basis is Rs.5,338 crores (66%) and Rs.2,766 crores (34%) respectively.

business overview

Your Company is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and silver items and operates in different geographical areas i.e. domestic sales and export sales. Your Company continues to move ahead on its well defined growth path of (1) showroom expansion; (2) launching new designs and collections; and (3) strengthening in-house designing and manufacturing capabilities.

Your Company continues to focus on expanding its retail presence across more and more cities of the Country and has opened 15 new showrooms during the year. The Company has total 75 showrooms as on March 31, 2017. After end of the year under review, your Company has opened 4 more new showrooms and as on the date of this report, the Company is having total 79 showrooms located across 62 cities in India. Out of the 79 showrooms 6 are franchisee and rest are the Company owned. In addition to the network of showrooms, the Company is also having 5 manufacturing facilities for meeting its in-house requirements.

During the year your Company launched many new jewellery designs and collections like ‘Inayat’ wedding jewellery, Abhigyaan Shakuntalam, Twirlyz etc. The Company also launched additional ranges of Flexia, its unique detachable jewellery collection.

SHARE CAPITAL

During the year under review the following changes have taken place in the authorised and paid-up share capital of the Company:

(1) The authorised share capital of the Company was increased from Rs.225 crores to Rs.500 crores, comprising of 24 crores equity shares of Rs.10/- each and 26 crores preference shares of Rs.10/- each.

(2) The Company has allotted total 25,73,72,912 compulsorily convertible preference shares, by way of preferential allotment on private placement basis to six different funds of Fidelity group belonging to Non-Promoters category. The Company has also allotted 37,600 equity shares upon exercise of stock options to the eligible employees of the Company under PC Jeweller Limited Employee Stock Option Plan 2011. Consequently, the paid-up share capital of the Company has been increased from Rs.179,10,00,000 to Rs.436,51,05,120 comprising of 17,91,37,600 equity shares of Rs.10/- each and 25,73,72,912 preference shares of Rs.10/- each.

COMPULSORILY CONVERTIBLE DEBENTURES

During the year under review, your Company has also issued and allotted 42,69,984 compulsorily convertible debentures having face value of Rs.1,000/- each, by way of preferential allotment on private placement basis to DVI Fund (Mauritius) Ltd belonging to Non-Promoters category.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1/- per equity share (i.e. @10% of face value of Rs.10/- each) for the financial year 2016-17, subject to the approval of Members in the 12^th Annual General Meeting.

Your Directors have also recommended a dividend of Rs.1.30 per compulsorily convertible preference share (i.e. @13% of face value of Rs.10/- each) for the period from September 2, 2016 (i.e. date of allotment) to March 31, 2017, subject to the approval of Members in the 12^thAnnual General Meeting.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose transfer of any amount to the General Reserves.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2017, the Board of your Company comprises of 8 Directors including 4 Independent Directors.

During the year under review, Shri Muneesh Chawla was appointed as a Non-Executive Nominee Director w.e.f. July 4, 2016 and Shri Ramesh Kumar Sharma was re-appointed as a Whole-time Director of the Company for a further term of 5 years w.e.f. February 7, 2017 to February 6, 2022.

Mrs. Kusum Jain resigned from the Board of the Company w.e.f. December 30, 2016. The Board places on record its appreciation for the guidance and contribution made by Mrs. Kusum Jain during her tenure on the Board.

Shri Ramesh Kumar Sharma, Director of the Company retires by rotation and being eligible, offered himself for re-appointment at the 12^th Annual General Meeting. Brief resume of Shri Ramesh Kumar Sharma forms part of the Notice convening the 12^th Annual General Meeting.

No changes among Key Managerial Personnel took place during the year. Shri Balram Garg, Managing Director, Shri Sanjeev Bhatia, Chief Financial Officer and Shri Vijay Panwar, Company Secretary continues to be Key Managerial Personnel of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2017, your Company has following four wholly owned non-material subsidiary companies:

PC universal Private Limited: It is engaged in the business of manufacturing and export of gold jewellery and ornaments. It is having a manufacturing facility at Noida Special Economic Zone, Noida (U.P.).

Transforming Retail Private Limited: It is engaged in the business of trading of all kinds of gold and diamond jewellery through its online sale portal www.wearyourshine.com.

Luxury Products Trendsetter Private Limited: It is engaged in the business of manufacturing, buying, selling etc. of jewellery. It owns the premium gold jewellery brand ‘AZVA’.

PC Jeweller Global DMCC: It was incorporated as a wholly owned subsidiary of the Company during the year under review in Dubai (UAE). It is engaged in the business of jewellery trading.

Pursuant to the provisions of Section 129(3) of The Companies Act, 2013 (the “Act”) a statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-1 forms part of the Annual Report. The statement also provides the details of performance and financial position of each of the subsidiary.

Your Company does not have any associate or joint venture company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with Ind AS notified by the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and form part of the Annual Report.

management DISCUSSION AND ANALYSIS

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), the Management Discussion and Analysis Report forms part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under LODR Regulations, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act read with applicable Schedules and Rules as well as LODR Regulations.

NUMBER OF BOARD MEETINGS

During the year ten Board meetings were held on April 6, 2016; May 24, 2016; May 30, 2016; June 30, 2016; July 27, 2016; August 3, 2016; August 18, 2016; September 2, 2016; November 23, 2016 and February 14, 2017. The time gap between any two Board meetings does not exceed 120 days. For further details, please refer to Report on Corporate Governance.

AUDIT COMMITTEE

Audit Committee of the Board comprises of four members, namely Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana, Shri Miyar Ramanath Nayak and Shri Balram Garg. Except Shri Balram Garg, Managing Director, all other members are Independent Directors. Dr. Manohar Lal Singla, Independent Director, is the Chairperson of the Committee. For further details, please refer to Report on Corporate Governance.

RISK MANAGEMENT

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditors of the Company regularly carry out review of the internal control systems and procedures. The internal audit reports are periodically reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company’s internal controls over financial reporting was observed.

PUBLIC DEPOSITS

Your Company has been accepting deposits from the public under its jewellery purchase scheme “Jewel for Less”. The scheme is to facilitate customers to purchase jewellery by making deposits through monthly installments and also get benefit in the form of discount at the time of purchase of jewellery, based on the duration of the scheme. The requisite details relating to deposits, covered under Chapter V of the Act are as under:

(a)	Amount of deposits as at April 1, : 2016	Rs.30.71 crores
(b)	Deposits accepted during the year :	Rs.115.04 crores
(c)	Deposits repaid during the year :	Rs.35.34 crores
(d)	Balance deposits outstanding as at : March 31, 2017	Rs.110.41 crores
(e)	Remained unpaid or unclaimed as at the end of the year:
	(i) Deposits that have matured but : not claimed	Rs.7 crores
	(ii) Deposits that have matured and : claimed but not paid	Nil
(f)	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

(i)	at the beginning of the year :	Nil
(ii)	maximum during the year :	Nil
(iii)	at the end of the year :	Nil

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act.

STATUS OF UNCLAIMED / UNPAID SHARE APPLICATION MONEY AND DIVIDEND AMOUNTS

The status of unclaimed / unpaid share application money and dividend amounts as on March 31, 2017 is as under:

- Share application money due for refund in relation to the Initial Public Offer: Rs.2.16 lakh

- Unclaimed / unpaid dividend: Rs.5.16 lakh

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans/guarantees given and investments made by the Company form part of the notes to the financial statements.

PARTICULARS OF CONTRACTS / ARRANGEMENTS / TRANSACTIONS WITH RELATED PARTIES

All the related party transactions that were entered during the year were on arm’s length basis and your Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Company’s Policy on Materiality of Related Party Transactions & Dealing with Related Party. Hence, disclosure in Form AOC-2 is not required. The details of related parties and transactions with them, in accordance with the requirement of Indian Accounting Standard (Ind AS) 24 have been disclosed in the notes forming part of the financial statements.

BORROWINGS AND DEBT SERVICING

During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

CREDIT RATING

Credit Analysis & Research Limited vide its letter dated August 17, 2016 has reaffirmed CARE A (FD) to the Company’s Fixed Deposit Programme of Rs.500 crores.

CRISIL Limited vide its letter dated August 22, 2016 has reaffirmed CRISIL A/Stable (Long-Term Rating) and CRISIL A1 (Short-Term Rating) to the total bank facilities of Rs.3,937 crores.

India Ratings & Research Private Limited, a Fitch Group Company, vide its letter dated February 22, 2017 has assigned ‘IND A1 ’ rating to the Company’s additional Rs.300 crores Commercial Paper Programme and has also affirmed ‘IND A1 ’ rating to the Company’s existing Rs.200 crores Commercial Paper Programme.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, foreign EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

In its endeavour towards conservation of energy your Company ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

(B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings : Rs.2,767.12 crores

Outgo : Rs.1.88 crores

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and 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 thereunder. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2017.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and the Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company’s website. No person was denied access to the Chairperson of the Audit Committee to report any concern.

BOARD EVALUATION

The Board of your Company on the recommendation of Nomination and Remuneration Committee laid down the criteria for evaluation of the Board, its Committees and individual Directors and accordingly the evaluation process was carried out. The process was based on evaluation forms, which include a rating mechanism. Independent Directors also at their separate meeting reviewed the performance of the Board as a whole, Non-Independent Directors and the Chairman.

The criteria for performance evaluation of the Board and its Committees amongst others includes their structure and composition, processes, information and functioning, terms of reference of the Committees, suggestions / recommendations by the Committees to the Board etc.

The criteria for performance evaluation of Directors including Executive and Independent Directors amongst others includes their attendance and contribution at the meetings, devotion of time and efforts to understand the Company, its business, their duties and responsibilities, leadership qualities and effectiveness of communication with all stakeholders, impact and influence on the Board / Committees and adherence to the Code of Conduct etc.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEES STOCK OPTION PLAN

Your Company with the objective of introducing a long term incentive tool to attract, motivate, retain talent and reward loyalty, formulated PC Jeweller Limited Employee Stock Option Plan 2011 (“ESOP 2011”), for grant of a maximum of 26,79,330 stock options to the eligible employees of the Company. During the year, the Company has allotted 37,600 equity shares upon exercise of stock options to the eligible employees of the Company under ESOP 2011. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by Members. The certificate would be placed at the Annual General Meeting for inspection by Members. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is annexed as “Annexure - 1”.

AUDITORS AND THEIR REPORT STATUTORY AUDITORS

Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) and Sharad Jain Associates, Chartered Accountants (Firm Registration No. 015201 N), were appointed as Statutory Auditors of the Company for 5 years and 2 years respectively in the 10^thAnnual General Meeting of the Company held on September 19, 2015, subject to ratification by the Members at every Annual General Meeting. Accordingly, the current term of appointment of Sharad Jain Associates will expire on conclusion of 12^th Annual General Meeting of the Company.

The Company has received consent letter and eligibility certificate under Sections 139 and 141 of the Act from Walker Chandiok & Co LLP. As required under Regulation 33 of LODR Regulations they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends the appointment of Walker Chandiok & Co LLP for ratification in the 12^th Annual General Meeting.

The notes to the financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further explanations or comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shri Randhir Singh Sharma, Practicing Company Secretary, New Delhi to conduct the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report is annexed herewith as “Annexure - 2” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks except that as on March 31, 2017, the Company is under obligation to appoint a woman director on its Board. The Company has initiated the process for identification / induction of new woman director on its Board for filling the vacancy caused by the resignation of earlier woman director in due course.

CORPORATE GOVERNANCE REPORT

Your Company believes in the principle of corporate governance and is committed to maintain the highest standards of Corporate Governance. The Report on Corporate Governance as stipulated under LODR Regulations forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed as “Annexure - 3” to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed as “Annexure - 4” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility has always been at the forefront of your Company’s operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility Policy of the Company is placed on its website www.pcjeweller.com. In terms of the Policy, CSR programs or projects to be undertaken by the Company shall relate to one or more activities listed in Schedule VII of the Act, at present or as may be amended from time to time. The Annual Report on CSR activities as per The Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format, is annexed as “Annexure - 5” to this Report.

POLICY ON DIRECTORS’ APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

The Company’s Policy on Directors’ appointment, remuneration and Criteria for determining qualifications, positive attributes & independence of a Director are annexed as “Annexure - 6” and “Annexure - 7” to this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of LODR Regulations, your Company has formulated a Dividend Distribution Policy. The same is annexed as “Annexure - 8” to this report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT-9 is annexed as “Annexure - 9” to this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors also sincerely convey their appreciation to customers, shareholders, vendors, bankers, regulatory and government authorities for their continued support.

For and on behalf of the Board

Sd/-

Date: August 1, 2017 (PADAM CHAND GUPTA)

Place: New Delhi Chairman

DIN: 00032794

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Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting their 11th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2016.

OVERVIEW OF FINANCIAL PERFORMANCE & BUSINESS

The highlights of the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2016, are as under:

(Rs. in crores, except earnings per share)

Standalone Consolidated

Particulars 2015-16 2014-15 2015-16 2014-15

Revenue from Operations 7,259.07 6,348.52 7,330.18 6,361.28

Other Income 49.56 59.19 48.70 59.21

Total Revenue 7,308.63 6,407.71 7,378.88 6,420.49

Profit before Finance Costs, Depreciation and Tax 775.93 783.21 774.12 782.43

Less: Finance Cost 214.65 220.87 214.95 219.89

Less: Depreciation & Amortisation 22.61 23.02 22.66 23.02

Profit before Tax 538.67 539.32 536.51 539.52

Less: Tax Expense 137.79 161.09 136.85 161.09

Net Profit after Tax 400.88 378.23 399.66 378.43

Surplus in the Statement of Profit & Loss- Opening Balance 1,238.57 949.35 1,238.76 949.34

Amount available for appropriation 1,639.45 1,327.58 1,638.42 1,327.77

Appropriations:

Depreciation adjustment - 0.80 - 0.80

Proposed Equity Dividend 60.00 57.31 60.00 57.31

Dividend Distribution Tax 11.88 11.99 11.88 11.99

Transfer to General Reserves - 18.91 - 18.91

Surplus in the Statement of Profit & Loss-Closing Balance 1,567.57 1,238.57 1,566.54 1,238.76

Earnings per Share:

Basic 22.38 21.12 22.32 21.13

Diluted 22.34 21.12 22.28 21.13

During the year under review, revenue from operations on standalone basis increased to Rs. 7,259.07 crores as compared to Rs. 6,348.52 crores during the previous year, representing growth of more than 14%. The net Profit after tax also increased to Rs.400.88 crores as compared to Rs. 378.23 crores during the previous year, representing growth of approximately 6%. The share of domestic and export sales in the revenue from operations on standalone basis is Rs. 5,166.13 crores (71.17%) and Rs. 2,092.94 crores (28.83%) respectively.

Your Company continued its growth journey and opened 10 new showrooms, including remaining 4 showrooms out of the 20 showrooms earmarked to be opened from Initial Public Offer ("IPO") proceeds and has completely utilized the net IPO proceeds. During the year the Company also took initiatives on small and franchisee showrooms and opened 1 small showroom and 1 franchise showroom. The Company has total 60 showrooms as on March 31, 2016. After end of the year under review, your Company has opened 4 new showrooms and as on the date of this report, your Company is having total 64 showrooms located in 52 cities across India.

During the year under review, the Company launched its Flexia jewellery collection and acquired ''AZVA'' brand, India''s first branded gold jewellery from World Gold Council, in one of its wholly owned subsidiary. In technical tie up with California based leading tech firm Martian Inc., your Company is working on development of smart jewellery.

SHARE CAPITAL

During the year under review, the authorised share capital of the Company has been increased from Rs.200 crores to Rs. 225 crores. After the end of the year, subject to the approval of the Members, the Company proposed to further increase its authorised share capital to Rs.500 crore comprising of 24 crores equity shares of Rs.10/- each and 26 crores preference shares of Rs.10/- each. The paid-up share capital of the Company remained unchanged during the year.

CHANGE OF REGISTERED OFFICE

The registered office of the Company was shifted from 24/2708, Bank Street, Karol Bagh, New Delhi - 110005 to C – 54, Preet Vihar, Vikas Marg, Delhi – 110092 with effect from July 21, 2015.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 3.35 per equity share (i.e. @33.50% of face value of Rs.10/- each) for the financial year 2015-16, subject to the approval of Members in the 11th Annual General Meeting.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Kusum Jain, who was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director on March 31, 2015, was regularised in the 10th Annual General Meeting of the Company held on September 19, 2015. In the same meeting Shri Suresh Kumar Jain was appointed as Non-Executive Independent Director for a term of 3 years w.e.f. September 19, 2015.

Shri Padam Chand Gupta, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the 11th Annual General Meeting.

Shri Ramesh Kumar Sharma, whose present term of appointment as Whole-time Director of the Company is expiring on February 6, 2017, is proposed to be re-appointed as Whole-time Director of the Company for a further term of 5 years at the 11th Annual General Meeting.

Brief resumes of Shri Padam Chand Gupta & Shri Ramesh Kumar Sharma forms part of the Notice convening the Annual General Meeting.

No changes among Key Managerial Personnel took place during the year and Shri Balram Garg, Managing Director, Shri Sanjeev Bhatia, Chief Financial Officer and Shri Vijay Panwar, Company Secretary continues to be Key Managerial Personnel of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2016, your Company has three wholly owned non-material Indian subsidiary companies:

(1) PC Universal Private Limited: It is engaged in the business of manufacturing and export of all kinds of gold, silver, diamond jewellery and ornaments. It has one manufacturing unit located in Noida Special Economic Zone, Noida (U.P.). Its turnover and net Profit for the year were Rs.6980.13 lakhs and Rs.90.61 lakhs respectively.

(2) Transforming Retail Private Limited: It is engaged in the business of trading of all kinds of gold, silver, diamond jewellery and ornaments. Presently, it sells jewellery through its online sale portal www.wearyourshine.com. Its turnover for the year was Rs.1105.13 lakhs and it incurred a net loss of Rs.155.04 lakhs.

(3) Luxury Products Trendsetter Private Limited: It was incorporated as wholly owned subsidiary of the Company during the year under review. It is engaged in the business of manufacture, buy, sell etc. of jewellery. During the year under review, it has acquired ''AZVA'' brand, India''s frst branded gold jewellery. It incurred a net loss of Rs.57.70 lakhs during the year.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statements of the subsidiaries is set out in the Form AOC-1, which form part of this Annual Report.

Your Company does not have any associate or joint venture company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with the Companies Act, 2013 and Accounting Standard AS-21, form part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as stipulated under Regulation 34 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16 of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

NUMBER OF BOARD MEETINGS

During the year five Board meetings were held on May 14, 2015; July 21, 2015; August 13, 2015; November 6, 2015 and January 23, 2016. The time gap between any two Board meetings does not exceed 120 days. For further details, please refer to Report on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee of the Board comprises of four members, namely Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana, Shri Miyar Ramanath Nayak and Shri Balram Garg. Except Shri Balram Garg, Managing Director, all other members are Independent Directors. Dr. Manohar Lal Singla, an Independent Director, is the Chairperson of the Audit Committee. For further details, please refer to Report on Corporate Governance.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Company has appointed a professional firm as Internal Auditor to regularly carry out review of the internal control systems and procedures. The internal Audit Reports are periodically reviewed by the Audit Committee.

PUBLIC DEPOSITS

Your Company through a Postal Ballot resolution got the approval of Members to invite / accept / renew from time to time unsecured/ secured deposits in the form of advances for the Company''s Jewellery Purchase Schemes, from the Members of the Company and the Public, up to permissible limits. Thereafter, the Company issued a Circular in the form of Advertisement inviting Deposits and started accepting deposits w.e.f. August 15, 2015 under its Jewellery Purchase Scheme "Jewel For Less".

The details relating to deposits, covered under Chapter V of the Companies Act, 2013 are as under:

(a) Accepted during the year : Rs. 30.97 crores

(b) Remained unpaid or unclaimed as at the end of the year : Rs. 30.71 crores

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

(i) at the beginning of the year : Nil

(ii) maximum during the year : Nil

(iii) at the end of the year : Nil

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

STATUS OF UNCLAIMED / UNPAID AMOUNT

(A) As on March 31, 2016, Rs. 2,16,445/- were lying as unclaimed/ unpaid in the Company''s IPO refund account.

(B) As on March 31, 2016, Rs. 4,73,764.60 were lying as unclaimed / unpaid dividend as under:

Financial Type of Date of declaration of Total dividend Year dividend dividend (Rs.)

2012-13 Final September 18, 2013 17,91,00,000

2013-14 Interim January 20, 2014 26,86,50,000

2013-14 Final September 13, 2014 26,86,50,000

2014-15 Final September 19, 2015 57,31,20,000

Financial Year Unclaimed dividend Due date for transfer to (Rs.) (%) IEPF*

2012-13 1,26,688 0.07 October 24, 2020

2013-14 55,767 0.02 February 25, 2021

2013-14 35,220 0.01 October 13, 2021

2014-15 2,56,089.60 0.04 October 24, 2022

* Investor Education and Protection Fund

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of loans / guarantees given and investments made form part of the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and on arm''s length basis. During the year, your Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Company''s Policy on Materiality of Related Party Transactions & Dealing with Related Party. Hence, disclosure in Form AOC-2 is not required. Details of related parties and transactions with them, as required by the Accounting Standards (AS-18) have been disclosed in the Notes forming part of the financial statements.

CREDIT RATING

CRISIL Limited vide its letter dated August 7, 2015, has reaffirmed CRISIL A/Stable (Long-Term Rating) and CRISIL A1 (Short-Term Rating) to the total bank facilities (Rs.3,850 crores).

India Ratings & Research Private Limited, a Fitch Group Company, vide its letter dated February 2, 2016, has assigned IND A1 rating to the additional commercial paper programme (Rs.100 crores) of the Company and also affirmed IND A1 rating to the existing commercial paper programme (Rs.100 crores).

Credit Analysis & Research Limited vide its letter dated February 1, 2016, has reaffirmed CARE A (FD) to the deposits programme (Rs.200 crores) of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

After end of the year under review, your Company:

(1) Issued and allotted 42,69,984 Compulsorily Convertible Debentures having face value of Rs.1,000/- each, at par, by way of a preferential allotment on private placement basis to DVI Fund (Mauritius) Ltd.

(2) Subject to receipt of necessary approvals proposed to issue and allot 25,73,72,912 Compulsorily Convertible Preference Shares having face value of Rs.10/- each, by way of preferential allotment on private placement basis to certain Investors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

In its endeavour towards conservation of energy your Company equipped all its offices, showrooms and manufacturing units with LED lights.

(B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings : Rs.2,094.02 crores

Outgo : Rs.2.80 crores

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

Your Company has zero tolerance for sexual harassment at workplace and 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 thereunder. During the year, the Company had not received any complaint on sexual harassment and no complaint was pending as on March 31, 2016.

RISK MANAGEMENT

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. In the opinion of the Board, there are no risks which may threaten the existence of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employees and Directors of the Company to report about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or an event he becomes aware of that could have a detrimental effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company''s website. No person was denied access to the Chairperson of the Audit Committee to report any concern.

BOARD EVALUATION

In accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of your Company on the recommendation of Nomination and Remuneration Committee, laid down Criteria for evaluation of Board, its Committees and individual Directors and accordingly carried out the evaluation process. The process was based on evaluation forms, which include a rating mechanism. Independent Directors at their separate meeting also reviewed the performance of the Board as a whole, Non- Independent Directors and the Chairman.

The criteria for performance evaluation of Board and its Committees amongst others includes their structure and composition, processes, information and functioning, terms of reference of the Committees, suggestions / recommendations by the Committees to the Board etc.

The criteria for performance evaluation of Directors including Executive & Independent Directors amongst others includes their attendance and contribution at meetings, devotion of time and effort to understand the Company, its business, their duties and responsibilities, leadership qualities and effectiveness of communication with all stakeholders, impact and influence on Board / Committees and adherence to the Code of Conduct etc.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EMPLOYEES STOCK OPTION PLAN

Your Company has granted 7,26,300 stock options to the eligible employees of the Company on May 14, 2015. Each option entitles the Grantee thereof to apply for and be allotted one equity share of the Company upon vesting. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 is annexed as "Annexure –1."

AUDITORS AND THEIR REPORT STATUTORY AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) and M/s Sharad Jain Associates, Chartered Accountants (Firm Registration No. 015201N), were appointed as Statutory Auditors of the Company for 5 years and 2 years respectively in the 10th Annual General Meeting of the Company held on September 19, 2015, subject to ratification by the Members at every Annual General Meeting. The Company has received their consent letters and eligibility certificates under Sections 139 and 141 of the Companies Act, 2013. As required under Regulation 33 of the Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board of Directors recommends their appointment for ratification in the 11th Annual General Meeting.

The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanations or comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shri Randhir Singh Sharma, Practicing Company Secretary, New Delhi to conduct the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report is annexed herewith as "Annexure - 2" to this Report. The Secretarial Audit Report does not contain any qualification, observation or adverse remarks.

CORPORATE GOVERNANCE REPORT

Your Company believes in the principle of corporate governance and is committed to maintain the highest standards of Corporate Governance. The detailed Report on Corporate Governance as stipulated under SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed as "Annexure–3" to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed as"Annexure–4" to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility has always been at the forefront of your Company''s operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. The Corporate Social Responsibility Policy of the Company is placed on its website www.pcjeweller.com. CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The CSR Committee comprises of Dr. Manohar Lal Singla, Independent Director (Chairman), Shri Krishan Kumar Khurana, Independent Director (Member) and Shri Ramesh Kumar Sharma, Executive Director (Member). The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format, is annexed as "Annexure – 5" to this Report.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

The Company''s Policy on Directors'' appointment & remuneration and Criteria for determining qualifications, positive attributes & independence of a Director are annexed as "Annexure – 6" and "Annexure –7" to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT-9 is annexed as "Annexure –8"to this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors also sincerely convey their appreciation to customers, shareholders, vendors, bankers, regulatory and government authorities for their continued support.

For and on behalf of the Board

PC Jeweller Limited

Sd/-

Date: August 18, 2016 (PADAM CHAND GUPTA)

Place: New Delhi Chairman

DIN: 00032794

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 10th Annual Report together with the audited financial statements for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

The highlights of the standalone financial statements of the Company for the financial year ended March 31, 2015, are as under:

(Rs. in lacs, except earnings per share)

Particulars 2014-15 2013-14

Revenue from Operations 6,34,851.64 5,32,482.91

Other Income 5,918.90 4,723.54

Total Revenue 6,40,770.54 5,37,206.45

Profit before Finance Costs, Depreciation and Tax 78,319.92 62,898.28

Less: Finance Cost 22,086.61 14,728.23

Less: Depreciation & Amortisation 2,301.69 1,231.78

Profit before Tax 53,931.62 46,938.27

Less: Tax Expense 16,108.99 11,306.94

Net Profit after Tax 37,822.63 35,631.33

Surplus in the Statement of Profit & Loss — Opening Balance 94,935.22 69,153.16

Amount available for appropriation 1,32,757.85 1,04,784.49

Appropriations:

Depreciation adjustment 79.54 -

Interim Dividend - 2,686.50

Proposed Equity Dividend 5,731.20 2,686.50

Dividend Distribution Tax 1,199.25 913.14

Transfer to General Reserves 1,891.13 3,563.13

Surplus in the Statement of Profit & Loss — Closing Balance 1,23,856.73 94,935.22

Earnings per Share:

Basic 21.12 19.89

Diluted 21.12 19.89

OVERVIEW OF BUSINESS & FINANCIAL PERFORMANCE

Your Company''s growth journey continued during the year under review also. The Company opened 9 new showrooms during the year, taking the tally of its total number of showrooms to 50 as on March 31, 2015. The Company opened its Golden Jubilee showroom at Jaipur (Rajasthan). The Company entered into the field of fast growing online space by launching its e-commerce website wwwWearYourShine.com. The Company also launched a unique detachable jewellery collection, Flexia, wherein one jewellery set can be worn in 5-6 different unique ways.

During the year under review, revenue from operations on standalone basis increased to Rs. 6,34,851.64 lacs as compared to Rs. 5,32,482.91 lacs in the previous year, representing growth of more than 19%. The profit before tax also increased to Rs. 53,931.62 lacs compared to Rs. 46,938.27 lacs in the previous year, representing growth of approximately 15%. The share of domestic and export sales in the revenue from operations is Rs. 4,53,869.91 lacs & Rs. 1,80,981.73 lacs respectively. The share of diamond jewellery in the revenue from domestic operations increased to 31.52% as against 26.45% in the previous year, which shows that your Company is focusing on sale of high margin diamond jewellery.

RECENT DEVELOPMENTS

After the end of the year, your Company opened remaining 4 new showrooms (one each at Bhagalpur, Durgapur, Siliguri and Yamuna Nagar) out of the 20 showrooms earmarked to be opened from the net Initial Public Offer ("IPO") proceeds of the Company. With this, the Company achieved its IPO objects of opening 20 new retail showrooms and has completely utilized the net IPO proceeds. As on the date of this Report, your Company is having 54 showrooms under ''PC Jeweller1 brand located in 45 cities across India.

Your Company has granted 7,26,300 stock options to the eligible employees of the Company on May 14, 2015. Each option entitles the Grantee thereof to apply for and be allotted one equity share of the Company upon vesting.

On August 12, 2015, your Company has issued a Circular in the form of Advertisement inviting unsecured deposits from the Public upto Rs. 20,000 lacs, in the form of advances for its Jewellery Purchase Scheme "Jewel For Less". The scheme has been rated by Credit Analysis & Research Limited with a rating of CARE A (FD), indicating adequate degree of safety regarding timely servicing of financial obligations.

With effect from July 21, 2015, the registered office of the Company was shifted within the local limits of city i.e. from 24/2708, Bank Street, Karol Bagh, New Delhi — 110005 to C — 54, Preet Vihar, Vikas Marg, Delhi — 110092.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting financial position of the Company between end of the financial year and the date of the report.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 3.20/- per equity share (i.e. @32% of face value Rs. 10/- each) for the financial year 2014-15, subject to the approval of Members in the ensuing Annual General Meeting.

TRANSFER TO GENERAL RESERVE

Your Company proposes to transfer Rs. 1,891.13 lacs to the General Reserve.

SHARE CAPITAL

During the year under review, the authorised and paid-up share capital of the Company remained unchanged.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Kusum Jain was appointed as an Additional Director in the capacity of Non-Executive Director with effect from March 31, 2015. She has wide experience in retail. With her appointment your Company has also complied with the requirement of appointing a women director, according to the Listing Agreement and the Companies Act, 2013. She holds office upto the date of ensuing Annual General Meeting of the Company. The Company has received a notice from a Member proposing her appointment as Director, along with the requisite deposit amount.

Shri Ramesh Kumar Sharma, Executive Director & Chief Operating Officer of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Brief resumes of the aforesaid Directors form part of the Notice convening the Annual General Meeting.

During the year Shri Balram Garg, Managing Director, Shri Sanjeev Bhatia, Chief Financial Officer and Shri Vijay Panwar, Company Secretary, were designated as Key Managerial Personnel of your Company, in compliance with the requirement of the Companies Act, 2013.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURE COMPANIES

As on March 31, 2015, your Company has two wholly owned non-material Indian subsidiary companies:

(1) PC Universal Private Limited: It is engaged in manufacturing, trading, import, export of all kinds of gold, silver, diamond jewellery and ornaments. Its turnover and net profit for the year were Rs. 1276.70 lacs and Rs. 20.86 lacs, respectively.

(2) Transforming Retail Private Limited: It was incorporated as wholly owned subsidiary during the year. It is authorised to carry on in India or elsewhere the business to manufacture, buy, sell, distribute or otherwise deal in jewellery, watches, accessories, clothes, gift items etc. through various channels like retail store, online stores, e-commerce, etc. It has not commenced any business activity during the year under review However, on account of incorporation and ancillary expenses it incurred net loss of Rs. 0.31 lacs.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the Form AOC-1, which forms part of this Annual Report.

Your Company does not have any associate or joint venture company.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with the Companies Act, 2013 and Accounting Standard AS-21, form part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

NUMBER OF BOARD MEETINGS

During the year seven Board meetings were held on May 22, 2014; July 28, 2014; August 8, 2014; September 13, 2014; November 12, 2014; February 6, 2015 and March 31, 2015. For further details, please refer to Report on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee of the Board comprises of four members, namely Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana, Shri Miyar Ramanath Nayak and Shri Balram Garg. Except Shri Balram Garg, Managing Director, all other members are Independent Directors. Dr. Manohar Lal Singla, an Independent Director, is the Chairperson of the Audit Committee. For further details, please refer to Report on Corporate Governance.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. The Company has appointed an external professional firm as Internal Auditor to regularly carry out review of the internal control systems and procedures. The internal Audit Reports are periodically reviewed by the Audit Committee.

JEWELLERY PURCHASE SCHEME

Your Company had been successfully operating two jewellery purchase schemes, namely Jewel for Less and Swam Manjusha (here-in-after collectively referred to as "Schemes"), which were not covered within the definition of ''Deposits'' under the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975. However, under the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014, the Schemes fall within the definition of Deposits. In view of this and as an abundant precaution your Company withdrew the Schemes and stopped enrollment of new customers under the Schemes w.e.f. April, 2014. Rs. 113.22 lacs received as advance under the Schemes and remaining unclaimed / unpaid as on March 31, 2015, was transferred to an escrow account, which is utilized only for repayment to the existing customers of the Schemes and not for Company''s business purposes.

Your Company through a Postal Ballot resolution, whose result was declared on March 30, 2015, got the approval of Members to invite / accept / renew from time to time unsecured / secured deposits in the form of advances for the Company''s Jewellery Purchase Schemes, from the Members of the Company and the Public, up to permissible limits. However, during the year, the Company has not issued any Circular or Circular in the form of Advertisement inviting Deposits.

PARTICULARS OF LOANS, GUARANTEES AND INVESTEMENTS

The details of loans / guarantees given and investments made form part of the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered during the year were in the ordinary course of business and on arm''s length basis. During the year, your Company had not entered into any contract / arrangement / transaction with related parties, which could be considered as material in accordance with the Company''s Policy on Materiality of Related Party Transactions & Dealing with Related Party. Hence, disclosure in Form AOC - 2 is not required. Details of related parties and transactions with them, as required by the Accounting Standards (AS-18) have been disclosed in the Notes forming part of the financial statements.

EMPLOYEES STOCK OPTION SCHEME

Your Company with the objective of introducing a long term incentive tool to attract, motivate, retain talent and reward loyalty, formulated PC Jeweller Limited Employee Stock Option Plan 2011 ("ESOP 2011"), for grant of a maximum of 26,79,330 stock options to the eligible employees of the Company. The ESOP 2011 was initially approved by the Members in Extra-ordinary General Meeting held on September 26, 2011 and subsequent to the listing of the Company further ratified by them in the 8th Annual General Meeting of the Company held on September 18, 2013. During the year under review, no options were granted, hence, no disclosure as stipulated under the SEBI Guidelines is made.

CREDIT RATING

CRISIL Limited vide its letter dated August 4, 2014, has reaffirmed CRISIL A/Stable (Long-Term Rating) and CRISIL A1 (Short-Term Rating) to the total bank facilities (Rs. 3,65,000 lacs) of the Company and also reaffirmed CRISIL A1 ratings to the Commercial Paper Programme (Rs. 5,000 lacs) of the Company.

India Ratings & Research Private Limited, a Fitch Group Company, vide its letter dated January 8, 2015, has assigned IND A1 rating to the Commercial Paper Programme (Rs. 5,000 lacs ) of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

In its endeavour towards conservation of energy your Company equipped all its offices, showrooms and manufacturing units with LED lights. The Company is also exploring use of solar energy for its manufacturing units.

(B) TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings & Outgo during the year are as under:

Earnings : Rs. 181098.51 lacs Outgo : Rs. 67.68 lacs

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and 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 thereunder. During the year, the Company had not received any complaints on sexual harassment and no complaints were pending as on March 31, 2015.

RISK MANAGEMENT

Your Company has put in place a Risk Management Policy to define a framework for identification, assessment and mitigation of risk. In the opinion of the Board, there are no risks which may threaten the existence of the Company

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy / Vigil Mechanism, which provides a formal mechanism for all employee and Directors of the Company to report about unethical behavior,actual or suspected fraud or violation of the Company''s code of conduct or an event he becomes aware of that could have a detriment effect on the business or reputation of the Company and provides reassurance that they will be protected from reprisals or victimization for whistle blowing. The Policy has been posted on the Company''s website. No Whistle Blower was denied access to the Audit Committee of the Company.

BOARD EVALUATION

In accordance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of your Company on the recommendation of Nomination and Remuneration Committee, laid down Criteria for evaluation of Board, its Committees and individual Directors and accordingly carried out the evaluation process. The process was based on evaluation forms, which include a rating mechanism. Independent Directors at their separate meeting also reviewed the performance of the Board as a whole, Non-Independent Directors and the Chairman. Ms. Kusum Jain, being appointed as Additional Director on March 31, 2015, was excluded from the process of evaluation.

The criteria for performance evaluation of Board and its Committees amongst others includes their structure and composition, processes, information and functioning, terms of reference of the Committees, suggestions / recommendations by the Committees to the Board etc.

The criteria for performance evaluation of Directors including Executive & Independent Directors amongst others includes their attendance and contribution at meetings, devotion of time and effort to understand the Company, its business, their duties and responsibilities, leadership qualities and effectiveness of communication with all stakeholders, impact and influence on Board / Committees and adherence to the Code of Conduct etc.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013,your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDITORS REPORT

STATUTORY AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) and M/s Sharad Jain Associates, Chartered Accountants (Firm Registration No. 015201N), Joint Statutory Auditors of the Company, are retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Company has received their consent letters and certificates to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as the Joint Statutory Auditors of the Company.

The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further explanations or comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Shri Randhir Singh Sharma, Proprietor M/s R S Sharma & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure - 1" to this Report. The Secretarial Audit Report does not contain any qualification, observation or adverse remarks.

CORPORATE GOVERNANCE REPORT

Your Company believes in the principle of corporate governance and is committed to maintain the highest standards of Corporate Governance. The detailed Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed as "Annexure — 2" to this report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed as "Annexure — 3", to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Social responsibility has always been at the forefront of your Company''s operating philosophy. As a responsible corporate citizen, the Company tries to contribute towards social causes on a regular basis. On the recommendation of Corporate Social Responsibility Committee ("CSR Committee"), the Board of the Company at its meeting held on November 12, 2014, approved the Corporate Social Responsibility Policy, which is also placed on the Company''s website wwwpcjeweller.com. CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII the Companies Act, 2013, at present or as may be amended from time to time. The CSR Committee comprises of Dr. Manohar Lal Singla,Independent Director (Chairman), Shri Krishan Kumar Khurana, Independent Director (Member) and Shri Ramesh Kumar Sharma, Executive Director (Member).

The Annual Report on CSR activities as per the Companies (Corporate Social Responsibility Policy) Rules, 2014, in the prescribed format, is annexed as "Annexure — 4" to this Report.

POLICY ON DIRECTORS'' APPOINTMENT & REMUNERATION AND CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES & INDEPENDENCE OF A DIRECTOR

The Company''s Policy on Directors'' appointment & remuneration and Criteria for determining qualifications, positive attributes & independence of a Director are annexed as "Annexure — 5" and "Annexure — 6" to this Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form No. MGT-9 is annexed as "Annexure — 7" to this report.

ACKNOWLEDGEMENT

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, regulatory and government authorities for their continued support.

For and on behalf of the Board

Sd/- (PADAM CHAND GUPTA) Date: August 13, 2015 Chairman Place: New Delhi DIN: 00032794

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Mar 31, 2014

Dear Members,

The directors are pleased to present their 9th Annual Report together with the audited financial statements for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The highlights of the standalone financial statements of the Company for the financial year ended March 31, 2014, are as under:

(Rs. in crores, except earnings per share)

Particulars 2013-14 2012-13

Revenue from Operations 5,324.83 4,018.42

Changes in inventories of finished goods and W.I.P. 22.67 574.44

Other Income 47.23 20.21

Total Revenue 5,394.73 4,613.07

Operating Expenses 4,761.15 4,111.08

EBITDA 633.58 501.99

Depreciation & Amortisation 12.32 9.99

EBIT 621.26 492.00

Interest & Finance Cost 151.88 127.47

EBT 469.38 364.53

Tax Expense 113.07 73.87

Net Profit after Tax 356.31 290.66

Surplus in the Statement of Profit & Loss - Opening Balance 691.53 421.82

Amount available for appropriation 1,047.84 712.48

Appropriations:

Interim Dividend 26.87 -

Proposed Equity Dividend 26.87 17.91

Dividend Distribution Tax 9.13 3.04

Transfer to General Reserves 35.63 -

Surplus in the Statement of Profit & Loss - Closing Balance 949.34 691.53

Earnings per Share:

Basic 19.89 19.86

Diluted 19.89 19.86

BUSINESS OVERVIEW & PERFORMANCE REVIEW

Your Company is engaged in the business of manufacture, retail and export of jewellery and offers a wide range of products including gold jewellery, diamond jewellery and other jewellery including silver articles.

During the year under review, your Company has opened 11 new showrooms, taking the tally of its total number of showrooms operating under the ''PC Jeweller'' brand to 41 as on March 31, 2014.

The Company is also having four jewellery manufacturing units. One unit is located at Sector - 62, Noida (U.P.), one at Selaqui Industrial Area, Dehradun (U.K.) and two units are located at Noida Special Economic Zone, Noida (U.P.).

During the year under review, despite several regulatory steps taken by the government in relation to jewellery industry for minimizing current account deficit, your Company continued its growth journey and registered an impressive increase of more than 32% in revenue from operations, which increased to Rs. 5,324.83 crores as against Rs. 4,018.42 crores in the previous year. The net profit after tax stood at Rs. 356.31 crores as compared to Rs. 290.66 crores in the previous year, representing growth of more than 22%.

The share of domestic and export sale in the revenue from operations is Rs. 4,002.08 crores & Rs. 1,322.75 crores respectively, implying that 75% of Company''s revenue from operations is from domestic sale, indicating that the Company is consciously concentrating on domestic sale.

RECENT DEVELOPMENTS

After the closure of year under review your Company has opened 4 new showrooms one each at Ranchi, Guwahati, Jammu and Patna. As on the date of this Report, the Company is operating 45 showrooms under the ''PC Jeweller'' brand located in 36 cities across 15 States and 1 Union Territory throughout the India.

DIVIDEND

During the year under review, your Company paid an interim dividend of Rs. 1.50 per equity share of face value of Rs. 10 each and also recommended a final dividend of Rs. 1.50 per equity share of face value of Rs. 10 each for the financial year 2013-14, subject to the approval of Members at the ensuing Annual General Meeting of the Company.

The total outgo towards dividend (including dividend distribution tax) for the year under review amounts to Rs. 62,86,14,135 as against Rs. 20,95,38,045 for the previous year.

STATUS OF UNCLAIMED / UNPAID DIVIDEND AMOUNT

Your Company at its 8th Annual General Meeting held on September 18, 2013 declared dividend of Rs. 1.00 per equity share. An amount of Rs. 1,30,208 has remained unclaimed and unpaid as on March 31, 2014 towards the same.

The Company also declared and paid an interim dividend of Rs. 1.50 per equity share in February, 2014. An amount of Rs. 87,129 has remained unclaimed and unpaid as on March 31, 2014 towards the same.

The shareholders who have not claimed their dividend are requested to contact the Company or its Registrar & Transfer Agent for claiming the same.

TRANSFER TO GENERAL RESERVE

The Company transferred Rs. 35.63 crores to the General Reserve out of amount available for appropriation and an amount of Rs. 949.35 crores is retained in the Statement of Profit and Loss on Standalone basis.

SHARE CAPITAL

During the year under review, the authorised and paid-up share capital of the Company remained unchanged.

DIRECTORS

On the recommendation of Remuneration & Compensation Committee, the Board appointed Shri Miyar Ramanath Nayak and Shri Ramesh Kumar Sharma as Additional Directors of the Company with effect from February 7, 2014. The Board has also appointed Shri Ramesh Kumar Sharma as Whole-time Director designated as Executive Director & Chief Operating Officer of the Company, with effect from February 7, 2014, for a period of 3 years, subject to the approval of Members.

In terms of Section 149 of the Companies Act, 2013 read with The Companies (Appointment and Qualification of Directors) Rules, 2014, it is proposed to appoint Dr. Manohar Lal Singla, Shri Krishan Kumar Khurana and Shri Miyar Ramanath Nayak, as Independent Directors of the Company, not liable to retire by rotation, for 5 consecutive years with effect from September 13, 2014 to September 12, 2019. These Directors have given declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has received requisite notices in writing from Member(s) proposing the appointment of above-said persons as directors of the Company.

Shri Padam Chand Gupta, Chairman of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

The brief resumes of aforesaid directors form part of the notice convening the Annual General Meeting.

SUBSIDIARY COMPANIES

As on March 31, 2014, your Company has only one non-material Indian subsidiary company namely ''PC Universal Private Limited''.

In accordance with the General Circular No. 2/2011 dated February 8, 2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company for the year ended March 31, 2014, are not being attached with the Balance Sheet of the Company. The statement pursuant to Section 212(8) of the Companies Act, 1956, containing brief financial details of PC Universal Private Limited for the year ended March 31, 2014, forms part of this Annual Report.

The financial statements of the subsidiary company, along with related information will be made available to the Members of the Company upon request and are also available for their inspection at the Company''s Corporate Office.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiary PC Universal Private Limited, prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" notified pursuant to the Companies (Accounting Standard) Rules, 2006, form part of this Annual Report.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees of the Company pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is attached as Annexure-1 to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

The disclosure of particulars with respect to conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to your Company. However, the Company makes its best efforts for conservation of energy.

B. TECHNOLOGY ABSORPTION

The Company has not carried out any research and development activities. Accordingly, the information related to technology absorption is not applicable to your Company.

FIXED DEPOSITS

Your Company has neither accepted nor invited any fixed deposits during the year.

AUDITORS

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) and M/s Sharad Jain Associates, Chartered Accountants (Firm Registration No. 015201N), Joint Statutory Auditors of the Company, are retiring at the conclusion of the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. The Company has received their consent letters and certificates to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as the Joint Statutory Auditors of the Company.

AUDITORS'' REPORT

The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further clarification under section 217(3) of the Companies Act, 1956.

COST AUDITOR

The Board of Directors of your Company has appointed M/s M K Singhal & Co., Cost Accountants (Firm Registration No. 00074) as the Cost Auditor to conduct audit of Company''s cost accounting records for the financial year ending March 31, 2015, on the recommendations made by the Audit Committee. The remuneration proposed to be paid to them, subject to the ratification by the Members at the ensuing Annual General Meeting, would be Rs. 2,00,000 plus service tax.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company believes in the principle of corporate governance and is committed to maintain the highest standards of Corporate Governance. The detailed report on Corporate Governance in terms of Clause 49 of the Listing Agreement with Stock Exchanges forms part of this Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached as Annexure-2 to this report.

EMPLOYEES STOCK OPTION PLAN

Your Company vide special resolution passed in its 8th Annual General Meeting held on September 18, 2013, ratified ''PC Jeweller Limited Employee Stock Option Plan 2011 (ESOP 2011)'', for grant of a maximum of 26,79,330 options to the eligible employees of the Company. However, till date no options have been granted by the Company.

AWARDS

During the year under review, your Company won following awards:

* ''Century International Gold Quality Era Award'' in the realm of customer satisfaction, leadership, strategic planning and benchmarking as established in the QC100 TQM system, by BID, Business Initiative Directions, Spain;

* ''Precious Metal Jewellery Plain (Large)'' award at the 40th Indian Gem and Jewellery Awards;

* ''Regional Retail Chain of the Year'' at 9th Annual Gemfields & Nazraana Retail Jeweller India Awards 2013;

Shri Balram Garg, Managing Director of the Company, received Business Sphere award for 2012-13 for being Numero Uno in Hallmark Gold Jewellery & Certified Diamond Jewellery.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your directors confirm that: -

* in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and there are no material departures from the applicable accounting standards;

* the accounting policies have been selected and applied consistently and such judgments and estimates have been made as are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended on that date;

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

* the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your directors wish to thank all the shareholders, promoters, bankers, vendors, customers and government departments / agencies for their continued support. The directors also place on record their appreciation for the contribution made by the employees of the Company at all levels.

Statement of particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975

For and on behalf of the Board

Sd/- Date: July 28, 2014 (PADAM CHAND GUPTA) Place: New Delhi Chairman DIN: 00032794

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Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting their 8th Annual Report together with the audited financial statements for the financial year ended March 31, 2013.

BUSINESS OVERVIEW

The Company''s operations include manufacture, retail and export of jewellery and it offers a wide range of products including gold jewellery, diamond jewellery and other jewellery including silver articles, with a focus on diamond jewellery and jewellery for weddings.

FINANCIAL HIGHLIGHTS

A brief overview on the standalone financial statements for the financial year ended March 31, 2013, are as follows:

(Rs.in crores)

Particulars 2012-13 2011-12

Revenue from Operations 4018.42 3041.93

Changes in inventories of finished goods and W.I.P. 574.44 613.73

Other Income 20.21 17.56

Total Revenue 4613.07 3673.22

Operating Expenses 4111.08 3324.42

EBITDA 501.99 348.80

Depreciation & Amortisation 9.99 6.59

EBIT 492.00 342.21

Interest & Finance Cost 127.47 77.21

EBT 364.53 265.00

Tax Expense 73.87 33.71

Net Profit after Tax 290.66 231.29

Profit brought forward from previous year 421.82 257.34

Utilised for issue of Bonus Shares 0.00 66.81

Profit available for appropriation 712.48 421.82

Appropriations:

Proposed Equity Dividend 17.91 0.00

Dividend Distribution Tax 3.04 0.00

Net Surplus in the Statement of Profit & Loss 691.53 421.82

PERFORMANCE REVIEW

During the year under review, the revenue from operations of the Company increased to Rs.4018.42 crores as compared to Rs.3041.93 crores in the previous year, representing a growth of more than 32%. The net profit after tax has also gone up by more than 25% from Rs.231.29 crores to Rs.290.66 crores, as compared to the previous year.

Your Company is present in both domestic as well as export markets. During the year under review the Company made an export sale amounting to Rs.1030.77 crores. The share of export turnover in the revenue from operations has declined to approximately 26% as on March 31, 2013 as against 33% as on March 31, 2012.

Your Company continued to move ahead to achieve its growth objectives and in the process opened six more new showrooms during the year. Thus, as of March 31, 2013, your Company had 30 showrooms under the "PC Jeweller" brand, located across 23 cities in north and central India.

RECENT DEVELOPMENTS

Your Company has opened 6 more new showrooms after the closure of year under review. Hence, as on the date of this Report the Company operates 36 showrooms under the ''PC Jeweller'' brand located in 28 cities across 9 States and 1 Union Territory throughout India.

A manufacturing unit of the Company located at G – 54, Selaqui, Dehradun (Uttarakhand), having a covered area of 2300 sq.ft. has been shut down w.e.f. May 31, 2013.

FUTURE PROSPECTS

Your Company plans to further expand its showroom network across India, including in southern and western parts of India. The Company plans to have total 50 showrooms under the "PC Jeweller" brand, by the end of March, 2014.

INITIAL PUBLIC OFFERING

During the year under review your Company had successfully carried out its Initial Public Offering (IPO) of 4,51,33,500 equity shares of face value of Rs.10 each, which was opened for public subscription on December 10, 2012 & closed on December 12, 2012. The price band for the issue was Rs.125 to Rs.135.

The IPO got overwhelming response from the investors and was over-subscribed to the extent of 6.01 times, before technical rejections (including the Anchor Investor portion). The Issue price was finalized at Rs.135 (discount of Rs.5 to the Issue Price offered to Retail Individual Bidders and Eligible Employees) per equity share.

The Company''s equity shares got listed on BSE Limited (the Designated Stock Exchange) and National Stock Exchange of India Limited on December 27, 2012.

SHARE CAPITAL

During the year under review, the authorised share capital of the Company remained unchanged at Rs.2,00,00,00,000.

However, after successful completion of the IPO, the paid-up share capital of the Company increased from Rs.1,33,96,65,000 to Rs.1,79,10,00,000.

DIRECTORS

During the year no changes have taken place amongst the directors.

Dr. Manohar Lal Singla, director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. A brief resume of Dr. Manohar Lal Singla forms part of the notice convening the Annual General Meeting.

DIVIDEND

Your directors are pleased to recommend maiden dividend of Rs.1 (Rupee One Only) per Equity Share of Rs.10 each (i.e. @10%) for the year ended March 31, 2013, subject to approval of the Members at the ensuing Annual General Meeting. The total outgo for the current year amounts to Rs.20,95,38,045 (Rupees Twenty Crore Ninety Five Lacs Thirty Eight Thousand Forty Five only), including dividend distribution tax of Rs.3,04,38,045 (Rupees Three Crore Four Lac Thirty Eight Thousand Forty Five only).

SUBSIDIARY COMPANIES

As on March 31, 2013, your Company has one non-material Indian subsidiary company namely PC Universal Private Limited, incorporated on February 28, 2013, as wholly owned subsidiary of the Company.

During the year under review your Company disposed off 100% shareholding of its erstwhile non-material Indian subsidiary company, Shivani Sarees Private Limited on April 14, 2012.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiary company(ies), prepared in accordance with Accounting Standards AS-21 "Consolidated Financial Statements" prescribed by the Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

Pursuant to General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors have consented for not attaching the balance sheet, statement of profit & loss and other documents as set out in section 212 of the Companies Act, 1956 in respect of its subsidiary company(ies) for the year ended March 31, 2013. However, the requisite information in aggregate for subsidiary company(ies) has been disclosed in the consolidated financial statements of the Company.

The annual accounts of the subsidiary company(ies), along with related information are available for inspection at the Company''s Registered/Corporate Office. Copies of the annual accounts of the subsidiary company(ies) will also be made available to the Company''s investors upon request.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, in respect of employees of the Company, is provided in Annexure-1, forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Form A pertaining to Conservation of Energy and Form B pertaining to Technology Absorption, are not applicable to your Company.

Foreign Exchange Earnings & Outgo during the year are as under:

Earnings : Rs.1031.15 crore

Outgo : Rs.1.46 crore

FIXED DEPOSITS

Your Company has neither accepted nor invited any fixed deposits during the year.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as stipulated under clause 49 of the Listing Agreement with Stock Exchanges forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The detailed report on Corporate Governance as stipulated under clause 49 of the Listing Agreement with Stock Exchanges forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming the compliance of Corporate Governance is attached as Annexure-2 and forms part of this report.

AUDITORS

The Joint Auditors M/s Walker, Chandiok & Co., Chartered Accountants and M/s Sharad Jain Associates, Chartered Accountants, are retiring at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further clarification under section 217(3) of the Companies Act, 1956.

EMPLOYEES STOCK OPTION PLAN

Your Company vide special resolution passed in its Extra-Ordinary General Meeting dated September 26, 2011, approved ''PC Jeweller Limited Employee Stock Option Plan 2011 (ESOP 2011)'', for grant of a maximum of 26,79,330 options to the eligible employees of the Company.

However, your Company has not granted any options till date.

UNCLAIMED REFUND AMOUNT (IPO)

As on March 31, 2013 your Company has ?11,97,445 lying as unclaimed in the refund account with the State Bank of India and ?25,200 in escrow account with the IndusInd Bank.

The Company/Registrar & Transfer Agent has been taking necessary steps to make refund to the respective shareholders/applicants of the IPO, whose amounts are lying as unclaimed/unpaid in the refund/escrow account.

AWARDS

During the year your Company was awarded "Niryat Shree Silver Trophy" in the Gems & Jewellery non-MSME category, by the Federation of Indian Export Organisations, set up by the Ministry of Commerce and Industry, Government of India, for the year 2009-2010.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your directors assure you that the financial statements for the year under review conform in their entirety to the requirement of the Companies Act, 1956.

Pursuant to section 217(2AA) of the Companies Act, 1956, your directors confirm that: -

- in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the applicable accounting standards;

- such accounting policies have been selected and applied them consistently and such judgments and estimates have been made as are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevention and detection of fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your directors would like to express their sincere thanks to all valued customers, vendors, Government Departments/ Agencies and other business associates for their support and confidence in the Company. The directors also recognise, commend and thank all the employees for their dedication and commitment. The directors are also grateful to the Company''s shareholders, promoters and bankers for their continued support.

For and on behalf of the Board

Sd/-

Date: July 25, 2013 (PADAM CHAND GUPTA)

Place: New Delhi Chairman