Kiri Industries Ltd Directors Report

To,

The Members

Kiri Industries Limited

Your Board of Directors are pleased to present the 27^th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended on March 31, 2025.

STANDALONE PERFORMANCE

Particulars	FY 2024-25	FY 2023-24
Revenue from operations	65,560.43	63,338.58
Other Income	10,525.19	3,656.51
Total Income	76,085.62	66,995.09
Operational Expenses	69,929.95	69,668.50
Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA)	6,155.67	(2,673.41)
Finance Cost	1,653.90	2,249.68
Depreciation and Amortisation	4,446.25	4,420.11
Profit/(Loss) Before Tax	55.52	(9,343.20)
Tax Expenses	(386.82)	12.03
Profit/(Loss) For the Period	442.34	(9,355.23)
Other Comprehensive Income	(57.97)	(60.11)
Profit/(Loss) and Comprehensive income	384.37	(9,415.34)

HIGHLIGHTS OF STANDALONE OPERATIONS

Despite a global slowdown in the chemical industry, the company achieved a 4% year-on-year increase in revenue from operations in FY 2024–25 compared to FY 2023–24. This growth was primarily driven by higher sales volumes, which reflected steady market demand and improved operational throughput, while average selling prices remained largely stable across product categories. The increase in sales volume can be attributed to several strategic factors such as higher capacity utilization in specialty dye intermediates, enabling the company to effectively meet growing demand, addition of new customers, leading to a broader market reach and diversified sales channels, gradual recovery in the chemical industry, which contributed to marginal sectoral growth and a more favorable business environment. These developments collectively resulted in a significant boost to sales volumes and overall revenue generation.

As a result, the Company achieved a significant financial turnaround, with standalone EBITDA turning positive at 6,155.67 Lakh-an impressive recovery from an EBITDA loss of 2,673.41 Lakh in FY 2023–24. The EBITDA margin improved by 1208 basis points to 8%, underscoring enhanced operating leverage and improved efficiency across operations.

The company reported a Profit Before Tax of 55.52 Lakh, a sharp reversal from the loss of 9,343.20 Lakh in the previous fiscal year. Profit After Tax stood at 384.37 Lakh, reflecting a remarkable year-on-year improvement.

This strong recovery highlights the companys strategic focus on financial discipline, operational excellence, and long-term value creation, positioning it well for sustainable growth in the years ahead.

CONSOLIDATED PERFORMANCE

Particulars	FY 2024-25	FY 2023-24
Revenue from operations	74,002.61	70,864.09
Other Income	11,487.39	3,656.52
Total Income	85,490.00	74,520.61
Operational Expenses	79,395.47	76,807.34
Earning Before Finance Cost, Tax, Depreciation and Amortization (EBITDA)	6,094.53	(2286.73)
Finance cost	12,710.26	2,272.12
Depreciation and Amortization	4,452.88	4,559.36
Profit/(Loss) Before Tax and share of net profit	(11,068.61)	(9,118.21)
Share of Profit of Associates	37,316.16	25,753.17
Profit/(Loss) Before Tax	26,247.55	16,634.96
Tax Expense	(226.05)	12.03
Profit/(Loss) For the Period	26,473.60	16,622.93
Other Comprehensive Income	(2,706.62)	(64.31)
Profit/(Loss) and Comprehensive income	23,766.98	16,558.62

HIGHLIGHTS OF CONSOLIDATED OPERATIONS

During the year under review, the Company reported a consolidated operational revenue of 74,002.61 Lakh, marking an increase from 70,864.09 Lakh in FY 2023–24.

The Company achieved a significant turnaround in profitability, recording a Consolidated EBITDA of 6,094.53 Lakh, compared to a negative EBITDA of 2,286.73 Lakh in the previous financial year.

Further, the Consolidated Profit After Tax (PAT) increased to 26,473.60 Lakh in FY 2024–25, up from 16,622.93 Lakh in FY 2023–24. The earnings include Kiris share of profit in DyStar Global Holdings (Singapore) Pte. Ltd. and Lonsen Kiri Chemical Industries Limited.

During the period, the Company adopted the equity method of consolidation in accordance with Ind AS 28, 110, and 111, replacing the earlier proportionate consolidation method. Consequently, the consolidated financial statements for the previous year have been restated to reflect this change.

DIVIDEND

With a view to conserve resources for future operations and growth, the Board of Directors has not recommended any dividend on Equity Shares for the year under review.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company has formulated a Dividend Distribution Policy, which is available on the Companys website at www.kiriindustries.com.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

INVESTOR EDUCATION AND PROTECTION FUND _IEPF_

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any money transferred to Unpaid Dividend Account and which remains unpaid or unclaimed for 7 (Seven) consecutive years from the date of such transfer shall be transferred by the Company into IEPF account, established by the Government of India. Further, the Company shall also transfer shares of members whose dividends remain unpaid/unclaimed for a continuous period of seven years to the demat account of IEPF Authority. During the year, there were no funds/shares required to be transferred to IEPF Authority.

The following table provides dates on which unclaimed/unpaid dividend and their corresponding shares would become due to be transferred to the IEPF:

Financial Year for which dividend declared	Type of Dividend	Dividend Rate (%)	Date of Declaration	Amount of Unpaid/Unclaimed Dividend as on 31.03.2025	Due Date for transfer to IEPF
2018-19	Final	20	27.09.2019	2,82,870/-	27.10.2026
2019-20	Final	5	25.09.2020	90,467/-	25.10.2027

The Company has appointed a Nodal Officer as per IEPF Rules, the details of which are available on the website of the Company i.e. www.kiriindustries.com.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) and Schedule III of the Act, and applicable Indian Accounting Standards ("Ind AS"), the Company has prepared the

Consolidated Financial Statements of the Company along with its Subsidiaries, Associate Companies, and Joint Venture, which form an integral part of this Annual Report. Except where specifically stated otherwise, the accounting policies have been applied consistently across all reporting entities. The Board of Directors has periodically reviewed the affairs of the Companys subsidiaries during the financial year.

As on March 31, 2025, the Company has a total of 8 (eight) Subsidiaries, 3 (three) Associate Companies, and 1 (one) Joint Venture Company. Furthermore, two subsidiaries have ceased operations and therefore have not been considered for consolidation. Equinaire Holdings Limited became a wholly owned subsidiary of the Company with effect from March 27, 2025.

A statement containing the salient features of the financial statements of the Subsidiaries, Associates, and Joint Venture, as required under the Act, is provided in Form AOC-1, which is attached as "Annexure A" to this Report.

Except as stated above, there were no other entities that became or ceased to be a Subsidiary, Associate, or Joint Venture of the Company during the year under review.

In accordance with Section 136(1) of the Act, the audited standalone and consolidated financial statements, along with other relevant documents and the audited financial statements of subsidiary companies, are available on the Companys website at www.kiriindustries.com.

Further, the Company has implemented a Policy for Determining Material Subsidiary in line with the requirements of Regulation 16 of the Listing Regulations. The said policy is also available on the Companys website at www.kiriindustries.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, the Board of Directors of your Company comprises six members, including three Executive Directors and three Non-Executive Independent Directors, one of whom is a Woman Independent Director. Detailed information regarding the composition of the Board and its Committees, tenure of Directors, areas of expertise, and other relevant particulars are provided in the Corporate Governance Report, which forms part of this Annual Report.

Changes in Directorship:

Mr. Keyoor Bakshi (DIN: 00133588) and Mr. Mukesh Desai (DIN: 00089598) completed their second and final term as Independent Directors and consequently ceased to be Directors of the Company with effect from September 26, 2024.

Upon the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Nanubhai Kathiria (DIN: 00319037) and Mr. Ashokkumar Rajpara (DIN: 01987200) as Additional Directors in the capacity of Independent Directors of the Company, effective from August 29, 2024.

Pursuant to Regulation 17(1C) of the Listing Regulations and provisions of the Act, the appointments of Mr. Nanubhai Kathiria and Mr. Ashokkumar Rajpara were duly approved by the shareholders through resolutions passed at the 26^th Annual General Meeting (AGM) held on September 27, 2024.

Director Retiring by Rotation:

In accordance with the provisions of Section 152(6) of the Act, Mr. Yagnesh Mankad (DIN: 03204060), Whole-Time Director, is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Company has received the requisite notice under Section 160 of the Act from a member proposing the candidature of Mr. Yagnesh Mankad. The resolution for his re-appointment, along with a brief profile, forms part of the Notice of the 27th AGM.

Except as mentioned above, there has been no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

AUDITORS

Statutory Auditors:

M/s. Pramodkumar Dad & Associates, Chartered Accountants, were re-appointed as the Statutory Auditors of the Company at the 24^th Annual General Meeting held on September 29, 2022, for a second term of five years.

The Statutory Auditors Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, forms part of this Annual Report. The Report is free from any qualifications, reservations, adverse remarks, or disclaimers.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, M/s. V. H. Savaliya & Associates, Cost Accountants, were appointed as Cost Auditors of the Company by the Board at its meeting held on August 12, 2024, for the financial year 2024–25.

The Company has maintained cost records as prescribed under Section 148 of the Act and applicable rules. The Cost Audit Report for FY 2024–25, as issued by the Cost Auditors, does not contain any qualification, reservation, adverse remark, or disclaimer.

Secretarial Auditors:

In accordance with the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company by the Board at its meeting held on August 12, 2024, for the financial year 2024–25.

The Secretarial Audit Report, in the prescribed Form MR-3, is attached as "Annexure B" to this Report. The Report for the year ended March 31, 2025, does not contain any qualifications, reservations, or adverse remarks.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

During the year under review, all Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. They have also complied with the provisions of the Code for Independent Directors as outlined in Schedule IV of the Act. In the opinion of the Board, all Independent Directors;

• Fulfill the conditions of independence as specified under the Act, the rules made thereunder, and the Listing Regulations;

• Are persons of integrity, possessing relevant expertise, experience, and pro_ciency;

• Have not been debarred or disqualified from being appointed or continuing as Directors by the SEBI, Ministry of Corporate Affairs, or any other statutory authority.

Further, in compliance with Regulation 25(8) of the Listing Regulations, all Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may reasonably be anticipated to exist, which could impair or impact their ability to discharge their duties independently and effectively.

Pursuant to the provisions of the Listing Regulations, the Board of Directors has laid down a comprehensive Code of Conduct ("Code") for all Board Members and Senior Management Personnel of the Company.

All Board Members and Senior Management Personnel have afirmed compliance with the said Code for the financial year 2024–25. A declaration to this effect has been received from the Chairman & Managing Director, confirming such compliance.

The Code of Conduct is available on the Companys website at www.kiriindustries.com.

MEETINGS OF THE BOARD, COMMITTEES & COMPLIANCE TO THE SECRETARIAL STANDARDS

During the year under review, 7 (Seven) meetings of the Board of Directors were held on May 30, 2024, July 06, 2024, August 12, 2024, August 29, 2024, October 15, 2024, November 13, 2024 and February 13, 2025.

In compliance with the requirements of Schedule IV of the Act and the Listing Regulations, a separate meeting of the Independent Directors was also held on February 13, 2025. Details regarding the composition of various Committees of the Board, as well as the number of meetings held during the year, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

During the year, the Company has complied with the applicable provisions of Secretarial Standard on Meetings of the Board of Directors (SS–1) and Secretarial Standard on General Meetings (SS–2) as issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

LISTING FEES

The Equity Shares of your Company continue to be listed and actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has duly paid the Annual Listing Fees to both stock exchanges for the financial year 2025–26 within the prescribed timelines.

CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company allotted 13,333,789 Warrants, convertible into Equity Shares, to the Promoter and members of the Promoter Group by way of a preferential issue at a price of 369 per warrant ("Warrants Issue Price"), aggregating to 492.02 crore. At the time of allotment, the Company received an upfront payment of

188 per warrant, representing 50.9485% of the Warrants Issue Price, amounting to 250.67 crore.

During the financial year 2024–25, a total of 3,794,751 warrants were converted into Equity Shares upon receipt of the balance consideration of 181 per warrant—representing 49.0515% of the Warrants Issue Price—amounting to an aggregate inflow of 68.68 crore. As of March 31, 2025, 9,539,038 warrants remain outstanding and are pending conversion. Upon full conversion, the Promoters and Promoter Groups shareholding is expected to increase from 31.72% to 41.72% Except for the above, there was no other change in the capital structure of the Company during the year.

BOARD EVALUATION

The Nomination and Remuneration Committee, along with the Board, has established a structured process and defined criteria for the annual performance evaluation of the Board, its Committees, and individual Directors, in line with the provisions of the Act and the Listing Regulations.

During the year, the Board conducted a formal evaluation of its own performance, that of its Committees, and of each individual Director. The evaluation process encompassed various parameters including the structure and composition of the Board, frequency and effectiveness of meetings, participation in long-term strategic planning, oversight of corporate governance practices, and fulfilment of fiduciary duties by the Directors, including active involvement in Board and Committee deliberations.

The performance of the Board as a collective body, its Committees, and individual Directors was reviewed, incorporating feedback from the Nomination and Remuneration Committee and Independent Directors. This also included the evaluation of the performance of the Chairman and Non-Independent Directors of the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

A statement pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as "Annexure C." Further, the statement containing particulars of employees as required under Section 197(12) of the Act, read with Rules

5(2) and 5(3) of the said Rules, also forms part of this Report. However, in accordance with the provisions of Section 136 of the Act, the Annual Report being sent to the Members of the Company excludes the said statement.

The aforesaid information is available for inspection at the Registered Office of the Company during business hours. Members interested in obtaining a copy of the same may write to the Company Secretary.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on appointment and remuneration of Directors and other matters as provided under Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Annual Report. The policy is also available on the Companys website at www.kiriindustries.com.

FAMILIARISATION PROGRAMME FOR DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has implemented a Familiarization Programme for its Independent Directors. This programme is designed to acquaint them with their roles, rights, responsibilities, the working of the Company, the nature of the industry in which it operates, and the overall business model.

The Company believes that a well-informed and familiarized Board significantly enhances its ability to discharge fiduciary responsibilities effectively and contribute meaningfully to the Companys governance and strategic direction, thereby fulfilling stakeholders expectations and societal obligations. As part of the programme, Directors are regularly updated on key developments in the domestic and global industry landscape relevant to the Companys operations, enabling them to make well-informed and timely decisions.

Details of the Familiarization Programme are available on the Companys website at www.kiriindustries.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that: a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have 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 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 for the year ended March 31, 2025 on a ‘going concern basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an Internal Control System commensurate with the size, scale, and complexity of its operations. To ensure robust oversight, the Company has appointed an independent external audit firm to conduct the internal audit function.

The Internal Auditor evaluates the adequacy and effectiveness of the internal control systems and ensures compliance with the Companys standard operating procedures and policies. Based on the internal audit reports, the Accounts Department undertakes necessary corrective actions in the respective functional areas, thereby continuously strengthening the internal control framework. Significant audit observations and corrective measures taken are reviewed by the Audit Committee on a quarterly basis to ensure effective governance and risk mitigation. Further details relating to internal financial controls and their adequacy are provided in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any deposits from public within the meaning of Section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

DETAILS OF LOANS, INVESTMENTS AND GUARANTEES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are provided in the notes to the standalone financial statements of the Company for the year ended March 31, 2025.

RELATED PARTY TRANSACTIONS

All transactions with Related Parties are placed before the Audit Committee for its prior approval. In accordance with the provisions of the Listing Regulations, omnibus approval is obtained from the Audit Committee for related party transactions that are repetitive in nature.

During the financial year 2024–25, all related party transactions entered into by the Company were at arms length, in the ordinary course of business, and in compliance with the applicable provisions of the Act, the Listing Regulations, and the Companys Policy on Related Party Transactions.

The Company did not enter into any material related party transactions as defined under Section 188 of the Act. Accordingly, the disclosure required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable.

However, during the year, certain material related party transactions, in accordance with Regulation 23 of the Listing Regulations, were duly approved by the shareholders at the Extra-Ordinary General Meeting held on July 31, 2024. Further, in compliance with Regulation 23 of the Listing Regulations, the Company submits details of related party transactions to the stock exchanges on a half-yearly basis. The Company confirms that none of the related party transactions entered into during the year were prejudicial to the interests of minority shareholders or conflicted with the interest of the Company. The Policy on Related Party Transactions is available on the Companys website and can be accessed at: www.kiriindustries.com.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

TherelevantinformationasrequiredunderSection134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, is provided in "Annexure D" to this Report.

RISK MANAGEMENT

The Company has established a comprehensive Risk Management Framework to identify, assess, monitor, and mitigate various risks associated with its business operations. This framework also supports the Company in strategically embracing certain calculated risks to remain competitive and drive growth, while effectively mitigating others to ensure long-term sustainability and stable performance. In compliance with regulatory requirements, the Company has constituted a Risk Management Committee. Details regarding the Committee, including the meetings held during the financial year 2024–25 and its terms of reference, are provided in the Corporate Governance Report, which forms part of this Annual Report. The Companys Risk Management Policy is available on its website and can be accessed at www.kiriindustries.com.

VIGIL MECHANISM _WHISTLE BLOWER POLICY_

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has established a Vigil Mechanism, named the Whistle Blower Policy, to provide a secure and confidential platform for employees, directors, and stakeholders to report genuine concerns related to unethical behavior, actual or suspected fraud, and mismanagement.

The mechanism ensures adequate safeguards against victimization of individuals who avail of this facility and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Details of the Whistle Blower Policy are available on the Companys website at www.kiriindustries.com, and are also provided in the Corporate Governance Report, which forms part of this Annual Report.

COMPOSITION OF COMMITTEES

With the objective of strengthening governance standards and ensuring compliance with applicable statutory provisions, the Board has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Stakeholders Relationship Committee

• Risk Management Committee

Each of these Committees has been established with clearly defined roles and responsibilities in line with the provisions of the Act and Listing Regulations. A detailed note on the composition, terms of reference, and meetings held by each of these Committees during the financial year is provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has always been committed to the cause of social service and has consistently directed its resources and efforts toward initiatives that create a positive impact on society—socially, ethically, and environmentally. Your Company continues to undertake various Corporate Social Responsibility (CSR) activities aimed at enhancing value within the community.

The Company has formulated a CSR Policy, which outlines its guiding philosophy and approach toward undertaking and supporting socially beneficial programs for the welfare and sustainable development of society.

Although the Company is exempt from the mandatory CSR obligations under Section 135(1) of the Act for the year under review—since it does not meet the financial thresholds prescribed therein—it has, in the spirit of responsible corporate citizenship and good governance, voluntarily undertaken CSR initiatives for the betterment of society and the environment. A brief outline of the CSR Policy and the CSR activities carried out during the year, as per the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as "Annexure E." The CSR Policy is also available on the Companys website at www.kiriindustries.com.

NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Company has adopted a comprehensive Nomination and Remuneration Policy. This policy governs the appointment and remuneration of Directors and includes the criteria for determining qualifications, positive attributes, and independence of Directors.

The policy is designed to ensure a transparent and merit-based selection process and to attract and retain high-caliber individuals in key positions within the Company. The Nomination and Remuneration Policy is available on the Companys website at www.kiriindustries.com. Relevant disclosures as required under Regulation 19 of the Listing Regulations are provided in the Corporate Governance Report, which forms part of this Annual Report.

HUMAN RESOURCE DEVELOPMENT

Your Company firmly believes that Human Resources are a critical enabler in achieving its long-term corporate objectives. Employees are regarded as one of the most valuable assets, playing a pivotal role in driving operational excellence and sustainable growth. In alignment with this belief, the Company continues to invest in attracting top talent, including professionals from other industries, while also focusing on developing and retaining existing talent. This approach ensures a robust and sustainable talent pipeline within the organization.

The Company is committed to providing a safe, inclusive, and engaging work environment, fostering a culture of performance, accountability, and mutual respect. Employees are offered opportunities for learning and development, enabling them to enhance their skills and take on greater responsibilities in alignment with the Companys growth trajectory.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance practices adopted by the Company, together with a compliance certificate from the Secretarial Auditors confirming compliance with the stipulated conditions of Corporate Governance, is annexed to this Report as "Annexure F." Further, the Management Discussion and Analysis Report, detailing the industry outlook, business operations, financial performance, risks, and future outlook of the Company, as required under the Listing Regulations, forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT _BRSR_

In accordance with the provisions of Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2025 is annexed to this Report as "Annexure G".

ANNUAL RETURN

Pursuant to the provisions of Sections 92 and 134 of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025, is available on the Companys website at www.kiriindustries.com.

MATERIAL CHANGES

There have been no material changes and commitments, affecting the financial position of the Company, between the end of the financial year to which the financial statements relate and the date of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the financial year under review, no significant or material orders were passed by any Regulatory Authorities, Statutory Bodies, Courts, or Tribunals that would impact the going concern status of the Company or its future operations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE

REPORTABLE TO THE CENTRAL GOVERNMENT During the financial year under review, the Statutory Auditors, Cost Auditors, and Secretarial Auditors of the

Company have not reported any instances of fraud to the Audit Committee or the Board of Directors, as prescribed under Section 143(12) of the Act and the rules made thereunder.

OTHER DISCLOSURE

As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy is available on the Companys website i.e. www.kiriindustries.com.

The details in respect of compliances with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder is available on the Companys website i.e. www.kiriindustries.com.

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders which prohibits trading in securities of the Company by directors and designated persons while in possession of Unpublished Price Sensitive Information in relation to the Company. The said code is available on the Companys website i.e. www.kiriindustries.com.

During the year under review, the Company has complied with Secretarial Standards as applicable to the Company.

UPDATES ON COURT CASE IN SINGAPORE

Following the failure of Senda International Capital Limited

("Senda") to complete the buyout of Companys stake in DyStar, the Company filed an alternate relief application on July 23, 2023, before the Singapore International Commercial Court ("SICC"), seeking enforcement of the Valuation Judgment. The matter was heard by the SICC on January 24 and 25, 2024.

On February 23, 2024, the SICC issued an interim order directing the en bloc sale of the entire shareholding in DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar") held by the Company and Senda. The Court appointed Mr. Matthew Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei Cheong of Deloitte & Touche LLP as joint and several Receivers to manage the sale process.

Subsequently, on May 20, 2024, the SICC issued its final order and grounds of decision, including the following directives:

1. The en bloc sale of DyStar shares shall proceed without a reserve price.

2. The sale must be completed by the long-stop date of December 31, 2025.

3. The sale proceeds, after deducting receiver remuneration and expenses, shall be distributed as follows:

• The Company shall receive US$ 603.8 Mn in priority;

• Any remaining balance shall be paid to Senda.

4. Claims for interest on the buyout amount and for advance payment from DyStar were denied.

Both parties filed appeals—the Company against the denial of interest and Senda against the priority payment award. In its judgment dated January 31, 2025, the Singapore Court of Appeal:

• Dismissed Sendas appeal and upheld the priority payment of US$ 603.8 Mn to the Company.

• Allowed the Companys appeal and awarded interest at 5.33% p.a. on US$ 603.8 Mn, accruing from September 3, 2023, until the date of payment.

Earlier, in a judgment dated August 29, 2024, the SICC awarded:

• S$360,050, plus disbursements of S$17,053.81 and US$ 6,415.18, payable by Senda to the Company; and

• S$125,705, plus disbursements of S$8,126.91 and US$ 1,223.57, payable by the Company to DyStar.

Pursuant to the SICCs orders, on May 29, 2025, the Receivers and the Company entered into a Share Purchase Agreement ("SPA") with Zhejiang Longsheng Group Co.,

Ltd. ("the Purchaser") for the sale of 2,623,354 equity shares representing 37.57% of DyStars paid-up capital held by the Company. Under the SPA:

• The base consideration is US$ 676,260,000.

• An additional consideration of US$ 20,287,800 is payable to address any shortfall or to fulfil the Purchasers obligations under the SPA.

• The total consideration is subject to further adjustments as per the terms of the agreement.

The transaction is subject to customary closing conditions and necessary regulatory approvals. The long-stop date for fulfilment or waiver of the final condition under the SPA is October 2, 2025, extendable up to November 3, 2025, or as mutually agreed in writing by the Receivers and the Purchaser.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to sincerely thank all stakeholders, including shareholders, customers, legal advisors, suppliers, contractors, employees, government authorities, local bodies, and the immediate community, for their continued support, trust, and cooperation throughout the year.

Their unwavering encouragement and contributions have been instrumental in the Companys growth and success.

For and on behalf of the Board of Directors
	Manish Kiri
Place: Ahmedabad	Chairman & Managing Director
Date: August 11, 2025	DIN: 00198284