Kiri Industries Ltd Auditor Reports

To,

The Members

Kiri Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Kiri Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the material accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, the net profit and other comprehensive loss, changes in equity and the cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with

these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

Award on Singapore Judgement and its Taxability

During the year under review, the Company has received award pursuant to the Judgement of Singapore Court in relation to disputes involving Kiri Industries Ltd. (the "Company"), being a Minority Shareholder DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar"), DyStar (Associate Entity of the Company) and Senda International Capital Ltd. ("Senda"), the Majority Shareholder of DyStar, concerning matters of Minority Oppression, Fraud and Breach of Trust.

The award received pursuant to the said court order is disclosed as Exceptional Item in the Statement of Profit and Loss. Based on an Independent expert legal opinion obtained by the management, the management has concluded that the entire award amount is not taxable in nature. Accordingly, the portion of the award attributable against investment in shares of associate company has been considered taxable, while the balance amount has been treated as a capital receipt not liable to tax.

Consequently, the Company has recognized a provision for income tax only in respect of the amount considered taxable, being the portion attributable against investment in shares. The aforesaid accounting and tax treatment has been adopted based on the said legal opinion, and the statutory auditors have relied upon the same for the purpose of their audit.

Emphasis - Write off of receivables

During the year under review, the management of the company has decided to write off certain receivables in the nature of Trade receivables, Loans & Advances and Deposits Given based on internal review & condition of parties. Consequently, the Company has written off such amounts under exceptional items in the Statement of Profit and Loss.

Our Opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Against Key audit matter, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated

in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements.

The results of our audit procedures, including the procedures performed to address the matter below, provide the basis of our audit opinion on the accompanying financial statement.

1 Inventory of Raw material and Finished Goods	To address the matter our audit procedure included amongst others:
We refer to material accounting policies on inventory and Note No. 1.12.	• Assessing the compliance of accounting policies over inventory with applicable accounting standards.
Inventories are considered as Key Audit Matter due to nature of business, technical indicators governing inventory valuation, size of Balance sheet and because inventory valuation involves management judgement.	• Assessing the inventory valuation process and practices.
According to accounting policy followed by the company, inventories are valued at lower of cost or market value. Cost comprise in addition to other things, overheads related to material, labour and other overheads.	• Assessing the analysis and assessment made by management with respect to slow moving or obsolete stock.
The company has specific procedures to identify risk for obsolescence and valuation of inventories.	• Discussionwiththosechargedwithresponsibility of overlooking inventory management process.
	• Expert opinion obtained by the company on the technicalities of matter.
	• Justification of management estimates and Judgements.
	• Assessing the effectiveness of perpetual and physical inventory verification process.

 

2 Assessment of Trade Receivables	To address the matter our audit procedure included amongst others:
We refer to material accounting policies on trade receivables and Note No.1.13.	• Obtaining an understanding of and evaluating the companys process and control over the collection and the assessment of the recoverability of trade receivables.
Trade receivables amounting to Rs. 11,342.10 lakhs are considered as Key Audit Matter as they represent approx. 2.55 % of the current assets of the company.	• We evaluated the managements assessment on the expected credit loss of trade receivables with reference to the historical payment records, credit history of the companys customers and the correspondence with customers.
Significant management judgement is required to assess the recoverability of trade receivables.	• We tested the ageing of trade receivables at the end of the reporting period on a sampling basis.
Management performed a detailed analysis considering customers ageing profile, existence of disputes, credit history, increase in competition, historical payment pattern, forward-looking information for the estimation of expected credit losses on its trade receivables and any other available information concerning the creditworthiness of counterparties. Management uses this information to determine whether a provision for impairment is required either for a specific transaction or for a customers balance overall. The accounting policies, accounting judgements and estimates and disclosures of trade receivables are included in Note No. 10 to the financial statements.	• We assessed the ageing of trade receivables and advances, the customers historical payment patterns and whether any post year- end payments have been received up to the date of completing our audit procedures.
	• We also obtained evidence of any disputes between the parties involved, attempts by management to recover the amounts outstanding and on the credit status of significant counterparties wherever available.
	• We also tested the subsequent settlements and the latest amounts of revenue certified by customers on a sampling basis.

We have determined that there are no other Key Audit Matters to communicate in our report.

Information other than the Standalone Financial Statements and Auditors Report thereon

The Companys Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Directors Report including Annexures thereto, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance / conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the management for the Standalone Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that

give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements

as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Audit (SAs) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with Standards on Audit (SAs), we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based

on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by Central Government in terms of sub-Section (11) of section 143 of the Act, we give in "Annexure-1", a

statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act,

we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss including statement of other comprehensive income, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of accounts;

d. In our opinion, the aforesaid Standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules 2015, as amended;

e. On the basis of written representations received from the directors as on March 31, 2026, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2026, from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate report in "Annexure-2" to this report.

g. In our opinion the managerial

remuneration for the year ended March 31, 2026 has been paid/

provided by the company to its directors in accordance with the provisions of Section 197 read with Schedule V to the Act.

(B) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the

impact of pending litigations on its financial position in its standalone financial statements.

ii. The Company has made provision,

as required under the applicable

law or accounting standards, for

material foreseeable losses on long-term contracts.

iii. There has been no delay in transferring amounts, required to be transferred to the Investors Education and Protection Fund by the company.

iv. (a) The management has represented

that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise,

that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused them to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

v. The company has not declared dividend or paid during the year.

vi. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting

softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares.

The feature of recording audit trail was not enabled at the database layer to log any direct data changes for the accounting software used for maintaining the books of accounts

The audit trail was not enabled for certain changes which were performed by users having privilege access rights related to debug access, for the accounting software used for maintaining the books of accounts. Further, for the period where audit trail (edit log) facility was enabled and operated through-out the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with.

Annexure-1 to the Independent Auditors Report to members of Kiri Industries Limited for the

year ended March 31, 2026

(Referred to in Paragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date on the standalone financial statements of the company for the year ended March 31, 2026)

On the basis of such checks as we considered appropriate, according to the information and explanation given to us by the management and on the basis of examination of books of accounts during the course of our audit, we report that:

(i) a) The company has maintained proper records showing full particulars including quantitative details and situation of its Property, plant and equipment.

b) The company has regular programme of physical verification of its Property, Plant and Equipments by which Property, Plant and Equipments are verified by the management at least once in every three years. In accordance with this programme, certain Property, Plant and Equipment were verified during the year and the discrepancies noticed on verification were not material and have been appropriately dealt with in the books of accounts. In our opinion, this periodicity of physical

verification is reasonable having regard to the size of the Company and the nature of its assets.

c) The title deeds of all the immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the Standalone Financial Statements are held in the name of the Company. All the title deeds of freehold land are held in the name of the company except a plot of an Agricultural Land intended for Industrial purpose held in the name of the Late Chairman Mr. Pravin Kiri in his fiduciary capacity as per section 88 of the Indian Trust Act 1882, pending necessary approval for conversion of agricultural land into nonagricultural land and transfer to company, details are as under:

Description of Property	Gross Carrying Value	Held in name of	Designation	Period held	Reason for not being held in the name of company
Agricultural Lands at Kadodara, Bharuch, Gujarat	6.40 Crores	Late Mr. Pravin Kiri	Appointed Chairman before Demise	17 years	Management decided to purchase land in name of promoter director of the Company for future projects of the Company. The said lands are held on behalf of the Company and will be transferred in name of the company after conversion into non agriculture for projects.

d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) No proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) a) Physical verification of Inventory other than goods in transit has been conducted at reasonable intervals by the

management. The coverage and procedure of such verification by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

b) The company has not been sanctioned working capital limits in excess of five crore rupees.

(iii) In respect of Investments made, guarantees provided, security given, loans given and advances in the nature of loans:

(a) the Company has provided guarantees, security and granted loans, to companies, firms, Limited Liability Partnerships or any other parties and the same is disclosed in

the table below. Further, the Company has not given any advance in the nature of loans to any parties during the year.

Particulars	Guarantees	Security	Loans
Aggregate amount granted during the year
- Subsidiaries (including step down subsidiaries) & Associate	-	-	19,870.00
- Others	-	-	10,254.77
Balance outstanding as at the balance sheet date in respect of above cases (net of allowance for credit losses)
- Subsidiaries (including step down subsidiaries) & Associate	-	-	6,194.51
- Others	-	-	10,506.91

(b) the investments made and the terms and conditions of the grant of loans are not prejudicial to the companys interest;

(c) the schedule of repayment of principal and payment of interest has not been stipulated with respect to loan given;

(d) there is no amount overdue in respect of loans given as at the reporting date.

(e) the Schedule of repayment of principal and payment of interest has not been stipulated with respect to loan given and hence, no loan is fallen due during the year.

(f) the Company has not granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

(iv) The company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) The company has not accepted any deposits during the concerned financial year under section 73 to 76 or any other relevant provision of

the Companies Act, 2013 during the concerned financial year.

(vi) We have been informed that maintenance of cost records under sub-section 1 of section 148 of the Companies Act 2013 is mandatory for the company and such records are maintained by the company. However, we have not made the detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) a) According to the records of the company,

undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, GST, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, there are no outstanding undisputed statutory dues as on March 31, 2026 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no dues outstanding with respect to, income tax, sales tax, service tax, value added tax, customs duty, excise duty, GST on account of any dispute except for the following:

SN Name of the Statute	Section under which dispute is pending	Period to which amount relates (FY)	Amount (Rs. in Lakhs)	Forum where the dispute is pending
1 The Income Tax Act, 1961	271(1)(c)	2005-06	53.69	Commissioner of Income Tax (Appeal)
	270A	2017-18	162.04	The Commissioner of Income Tax (Appeals)
	270A	2020-21	51.01	The Commissioner of Income Tax (Appeals)
The Central	CENVAT Refund	2009-10	341.08	Gujarat High Court
2 Excise Act, 1944		2010-11	116.76	Gujarat High Court
		2010-11	153.73	Gujarat High Court
	Similar Goods	2011-12	4.09	Central Excise Commissioner
		2010-11	43.81	Commissioner of GST (Appeals)
3 The Gujarat VAT Act, 2003	VAT Liabilities	2007-08	62.39	Gujarat Value Added Tax Tribunal
4 The Central Goods and Service Tax Act, 2017	16(2)	2020-21	180.06	Deputy Commissioner of State GST (Appeals)
	16(2)	2021-22	12.51	Deputy Commissioner of State GST (Appeals)
5 The Customs Act, 1962	28(4), 111(o) & 114A	2017 to 2019	2,039.84	Commissioner of Customs(Appeals)
6 The Tamil Nadu Goods and Service Tax Act, 2017	73	2018-19	19.05	Deputy Commissioner of State GST (Appeals)

(viii) According to information and explanations given to us and on the basis of our examination of the records of the company, the company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of accounts, in the tax assessments under Income Tax Act, 1961 as income during the year.

(ix) (a) The company has not defaulted in

repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

(b) The company is not declared willful defaulter by any bank or financial institution or other lender during the year.

(c) The company has not obtained term loan during the year.

(d) Funds raised on short term basis have not been utilised for long term purposes.

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(x) (a) The company has not raised money

through initial public offer or further public offer (including debt instruments) during the year.

(b) The company has made preferential

allotment / private placement of shares during the year. The Company has utilized the money raised during the year for the purpose for which it was raised. The company, Kiri Industries Limited

("Issuer") has realized 50.9485% upfront

money amounting to 250,67,52,332/- on October 15, 2024 against the 13333789 entire warrants allotted for which prepreferential approval was sought, made on October 15, 2024. Further, the Issuer has also realized allotment monies amounting to 68,68,49,931/- from the respective allottee(s) on November 12, 2024 against allotment of 3794751 equity shares made on November 13, 2024 on conversion of 3794751 warrants from the applicants of the aforesaid shares And amounting to 79,52,40,152/- on August 8, 2025 against allotment of 4393592 equity shares made on August 11, 2025 on conversion of 4393592 warrants from the applicants against the balance 49.0515%

(xi) (a) No material fraud on or by the Company has

been noticed or reported during the year, nor have we been informed of such case by the management.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) Whistle-blower complaints, if any, received during the year by the company were considered.

(xii) The company is not Nidhi Company, therefore provisions of clause 3 (xii) of the order are not applicable.

(xiii) The transactions with related party are in compliance with sections 177 and 188 of the Companies Act, 2013 and all the details have been disclosed in Financial Statements as required by the applicable Indian Accounting Standards.

(xiv) (a) The company has an internal audit system

commensurate with the size and nature of its business.

(b) Reports of the Internal Auditors for the period under audit were considered.

(xv) The company has not entered into any noncash transaction with its directors or person connected with them during the year with respect to section 192 of Companies Act, 2013.

(xvi) The company is not required to be registered under section 45-IA of Reserve Bank of India Act, 1934.

(xvii) The company has not incurred cash loss in the current financial year.

(xviii) There has not been any resignation of the statutory auditors during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, knowledge of the Board of Directors and management plans, no material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) With respect to other than ongoing projects,

the company does not have any unspent amount to a Fund specified in Schedule VII to the Companies Act.

(b) With respect to ongoing projects, company does not have any unspent amount remaining unspent under sub-section (5) of section 135 of the Companies Act.

Annexure-2 to the Independent Auditors Report to members of Kiri Industries Limited for the

year ended March 31, 2026

(Referred to in Paragraph 2(f) under "Report on Other Legal and Regulatory Requirements" section of our report of even date)

Report on the Internal Financial Controls Under Clause (I) of Sub-Section 3 of Section 143 of the Companies Act, 2013 ("The Act")

We have audited the internal financial controls over financial reporting of Kiri Industries Limited ("the Company") as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.