DIRECTOR'S REPORT

To,

The Members

KIRI INDUSTRIES LIMITED

Your Board of Directors are pleased to present the 25^th Annual Report together with Audited Financial Statements of the
Company for the Financial Year ended on March 31, 2023.

* Standalone Performance

* Highlights of Standalone Operations

During the year under review, the Company has
reported a total income of ' 62,488.10 Lakhs as
compared to ' 1,13,866.63 Lakhs in FY 2021-22, which
is decreased by 45% as compared to previous financial
year. The revenue has decreased mainly due to lower
demand of dyes and dyes intermediates globally.
Export demand was lower during the year on account
of Russia-Ukraine War, high inflation in US and Europe,
high energy cost, etc. which leads to decline in export
for the Company. Margins were impacted mainly due
to increase in raw material prices, power & fuel costs,
freight & transportation costs and substantial legal
costs during the current financial year as compared to
the previous financial year.

The Company has reported negative Earnings before
Interest, Tax, Depreciation and Amortisation ("EBITDA").
The EBITDA stood at negative ' 8,568.86 Lakhs for the FY
2022-23 as against positive EBITDA of ' 3,328.42 Lakhs
for the FY 2021-22 mainly due to reduction in volumes
as well as prices of dyes, dyes intermediates and basic
chemicals on account of subdued demand globally.

The Company has reported loss of ' 13,370.79 Lakhs
for FY 2022-23 as against loss of ' 959.69 Lakhs
for FY 2021-22.

The Management believes that the moderation in
input costs, reduction in the operational and fixed
costs, expected higher capacity utilization through
optimization of product mix and easing of inflation
should enable the Company to reclaim the EBITDA
margins and to deliver volume lead profitable growth
in coming years.

? Consolidated Performance

? Highlights of Consolidated Operations

During the year under review, total income of
the Company has been deceased by 36% from
' 1,49,889.81 Lakhs to ' 94,840.14 Lakhs. The Company
has reported negative EBITDA of ' 3,414.14 Lakhs for
the FY 2022-23 as compared to positive EBITDA of
' 12,327.23 Lakhs for the previous financial year.

The Company has reported Earnings After Tax to
' 10,714.81 Lakhs in FY 2022-23 from ' 38,844.02 Lakhs
in FY 2021-22, which is 72% lower. In the consolidated
Earnings After Tax, Lonsen Kiri Chemical Industries
Limited has contributed to ' 5,002.14 Lakhs.

? Dividend

To conserve the resources for the future development
of the Company and due to current year losses, the
Directors do not recommend any dividend on Equity
Shares for the year under review. The Dividend
Distribution Policy is available on the website of the
Company i.e. www.kiriindustries.com.

? Transfer to Reserves

The Directors have decided not to transfer any amount
to the General Reserve for the year under review.

* 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, which were 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:

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

The Company has prepared Consolidated Financial
Statements in accordance with the Indian Accounting
Standards ("Ind AS") and as per Schedule III to the
Act. Except where otherwise stated, the accounting
policies are consistently applied. The Board has
reviewed the affairs of the Company's subsidiaries
during the year at regular intervals.

As on March 31, 2023, there are total 6 (Six) Subsidiaries,
3 (three) Associate Companies and 1 (one) Joint
Venture Company. However, two subsidiaries namely
SMS Chemicals Co. Ltd. and Synthesis International Ltd.
have ceased their operations and therefore have not
been considered in the Consolidation. In accordance
with Section 129(3) of the Act, the Company has
prepared Consolidated Financial Statements of the
Company and its Subsidiary, Associates and Joint
Venture, which forms part of this Annual Report.
A statement containing salient features of the
financial statements of the subsidiary/Joint Ventures/
Associates companies in Form AOC-1 is provided as
"Annexure A" to this report. During the year under
review, Indo Asia Copper Limited became subsidiary
of the Company and there were no other Companies
which have become or ceased to become subsidiary,
associate or joint venture of your Company.

In accordance with Section 136(1) of the Act, the
audited financial statements including consolidated
financial statements of the Company alongwith all
other documents required to be attached thereto

and audited accounts of the subsidiary Companies,
are available on the website of the Company at
www.kiriindustries.com.

Your Company has also implemented Policy
for determining Material Subsidiary as per the
requirements under Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"). The said
policy is available on the website of the Company i.e.
www.kiriindustries.com.

* Directors and Key Managerial Personnel

As of March 31, 2023, your Company's Board of
Directors ("Board") have seven members comprising
of three Executive Directors and four Non-Executive
Independent Directors. The Board has one Women
Independent Director. The details of Board and
Committees composition, tenure of Directors, areas
of expertise and other details are available in the
Corporate Governance Report, which forms part of
this Annual Report.

The Board of Directors report the sad demise of
Mr. Pravinchandra Kiri (DIN : 00198275), founder
Chairman and Whole Time Director of the Company
on June 12, 2022.

As recommended by the Nomination and
Remuneration Committee, the Board of Directors
have appointed Mr. Yagnesh Mankad (DIN: 03204060)
and Mr. Girish Tandel (DIN: 08421333) as Additional
Directors in the capacity of Whole Time Directors of
the Company w.e.f. February 11,2023 and re-appointed
Mr. Manish Kiri, Chairman & Managing Director for a
further period of 3 years w.e.f. April 01, 2023.

As required under Regulation 17(1C) of the Listing
Regulations, the aforesaid appointments were
approved by the shareholders by passing requisite
resolutions through Postal Ballot on May 07, 2023.

As per the provision of Section 152(6) of the Act,
Mr. Manish Kiri (DIN: 00198284), Chairman & Managing
Director, retires by rotation at the ensuing AGM and,
being eligible, offers himself for re-appointment.

The Company has received requisite Notices from the
member under Section 160 of the Act in respect of
the aforesaid Director, proposing candidature for the
office of Director. The resolution for re-appointment
of aforementioned Director along with his brief profile
forms part of the Notice of the 25^th AGM and the
resolution is recommended for approval of members.

There was no other change in the composition of
the Board of Directors and Key Managerial Personnel
during the year under review, except as stated above.

Mr. Ulrich Hambrecht, Independent Director resigned
as director of the Company w.e.f. May 30, 2023 due to
his health issue.

• Auditors

• Statutory Auditors

M/s. Pramodkumar Dad & Associates, Chartered
Accountants, were re-appointed as Statutory Auditors
of the Company at the 24^th AGM held on September
29, 2022 for a further period of 5 years.

The Report issued by the statutory auditors on the
financial statements along with the notes to the
financial statements of the Company for the financial
year 2022-23 is forming part of the Annual Report.
There has been no qualification, reservation or adverse
remark or disclaimer in their Report.

• Cost Auditors

Pursuant to 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 of Directors at their meeting held on August 12,
2022 for the Financial Year 2022-23.

Your Company has maintained the cost records as
prescribed under Section 148 of the Act and rules
made thereunder.

The Cost Audit Report for the financial year 2022-23,
issued by the cost auditors does not contain any
qualification, reservation, adverse remark or disclaimer.

• Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration

•• •

of Managerial Personnel) Rules, 2014 and Listing
Regulations, as amended, M/s. Kashyap R. Mehta &
Associates, Practicing Company Secretaries, were
appointed as Secretarial Auditors of the Company by
the Board, at their meeting held on August 12, 2022
for financial year 2022-23. The Secretarial Audit Report
in the prescribed form MR-3 is attached herewith
as "Annexure B".

The Secretarial Audit Report for the year ended on
March 31, 2023 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 given their declarations stating 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 and have also complied with
the Code for Independent Directors as prescribed in
Schedule IV to the Act. In opinion of the Board, they
fulfill the conditions of independence as specified in
the Act and Rules made thereunder and the Listing
Regulations. They have further declared that they are
not debarred or disqualified from being appointed or
continuing as Directors of the Companies by the SEBI/
Ministry of Corporate Affairs or any such statutory
authority. In terms of Regulation 25(8) of the Listing
Regulations, they have confirmed that they are not
aware of any circumstance or situation which exists
or may be reasonably anticipated that could impair
or impact their ability to discharge their duties. In the
opinion of the Board, all the Independent Directors
are persons of integrity and possess relevant expertise
and experience including the proficiency.

In terms of provisions of the Listing Regulations, the
Board of Directors of the Company have laid down a
Code of Conduct ("Code") for all Board Members and
Senior Management Personnel of the Company. The
Board Members and Senior Management Personnel
of the Company have affirmed compliance with the
Code. The Chairman & Managing Director of the
Company has given a declaration to the Company that
all Board Members and Senior Management Personnel
of the Company have affirmed compliance with the
Code. Code of Conduct for Board Members and Senior
Management Personnel is available on the website of
the Company at www.kiriindustries.com.

* Meetings of the Board, Committees & Compliance
to Secretarial Standards

During the year under review, 4 (Four) Meetings of
Board of Directors were held on May 30, 2022, August
12, 2022, November 09, 2022 and February 11, 2023.

Pursuant to the requirements of Schedule IV to the Act
and the Listing Regulations, separate Meetings of the
Independent Directors of the Company were held on
June 13, 2022 and February 11, 2023.

Details of Composition and meetings of various
committees held during the year are provided in
Corporate Governance Report, which is forming part
of this report.

During the year under review, the Company has
complied with the provisions of Secretarial Standard
on Board Meetings (SS-1) and Secretarial Standard on
General Meetings (SS-2).

* Listing Fees

The Equity Shares of your Company are listed and
actively traded on the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE). The
Company had paid Annual Listing fees to both the
stock exchanges for the Financial Year 2023-24 within
the stipulated time.

* Changes in Capital Structure

There was no change in the Capital Structure of the
Company during the year under review.

* Board Evaluation

The Nomination and Remuneration Committee and
the Board have laid down the process and criteria
for annual performance evaluation of the Board, its
Committees and individual directors. The Board has
carried out an evaluation of its own performance,
Committees and individual directors in compliance
with the provisions of the Act and Listing Regulations.

The evaluation process covered aspects such as
Board structure and composition, frequency of Board
Meetings, participation in the long term strategic
planning, contribution to and monitoring of corporate
governance practices and the fulfilment of Directors'
obligation and fiduciary responsibilities, including but
not limited to active participation at the Board and
Committee meetings. The Board has reviewed the
performance of the Board as a whole, its Committees
and individual directors taking into account feedback
of the Nomination and Remuneration Committee
and the Independent Directors, which includes the
evaluation 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 Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is
attached as "Annexure C".

The statement containing particulars of employees
as required under Section 197(12) of the Act read with
Rule 5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, forms part of this report. However, the said
statement is not being sent along with this Annual
Report to the members in line with the provisions of
Section 136 of the Act. The same is open for inspection
at the Registered Office of the Company. The Copies of
this statement may be obtained by the members by
writing to the Company Secretary.

* Policy on Directors' Appointment and
Remuneration

The Company's policy on directors' appointment
and remuneration and other matters as provided in
Section 178(3) of the Act has been disclosed in the
Corporate Governance Report, which is a part of this
report and is also available on website of the Company
i.e. www.kiriindustries.com.

* Familiarisation Programme for Directors

The Company believes that a Board, which is
adequately informed/familiarised with the Company
and its affairs can contribute significantly to effectively
discharge its fiduciary duty as director of the Company
and that fulfils stakeholders' aspirations and societal
expectations. In this regard, the Directors of the
Company are updated on changes/developments
in the domestic/global industry scenario in the
sector which affect the business of the Company,
to enable them to take well informed and timely
decisions. The details of familiarization programmes
have been disclosed on the Company's website i.e.
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, 2023, 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
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 for the
year ended March 31, 2023 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 an Internal Control System,
commensurate with the size and nature of its business
operations. The Company has appointed an external
audit firm for internal audit of the Company. The
Internal Auditor reviews the adequacy of internal
control system in the Company and its compliance
with operating systems and policies & procedures.
Based on the report of internal auditor, the account
department undertakes corrective actions in their
respective areas and thereby strengthen the controls.
Significant audit observations and corrective actions
thereon are presented to the Audit Committee on
quarterly basis.

The details in respect of internal financial control and
their adequacy are also included in the Management
Discussion and Analysis Report, which is a part
of this 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 note no. 3, 4, 12 and 43 to the
Standalone Financial Statements of the Company for
the year ended March 31, 2023.

* Related Party Transactions

All related party transactions entered into during
FY 2022-23 were on arm's length basis and in the
ordinary course of business and were reviewed
and approved by the Audit Committee and are in
compliance with the applicable provisions of the Act
and the Listing Regulations.

With a view to ensure continuity of day-to-day
operations, an omnibus approval is obtained for
related party transactions which are of repetitive
nature and entered in the ordinary course of
business and on an arm's length basis. A statement
giving details of all related party transactions
entered pursuant to the omnibus approval so
granted is placed before the Audit Committee on
a quarterly basis for its review. The specific related
party transactions has also been approved by the
Audit Committee as and when required.

Since all related party transactions entered into by
the Company were in ordinary course of business
and were on arms' length basis, Form AOC-2 is
not applicable to the Company. The details of the
transactions with Related Party are provided in the
note no. 40 to standalone audited financial statements
in accordance with the Accounting Standards.

Members at their 24^th AGM have approved the material
related party transactions with Lonsen Kiri Chemical
Industries Limited, a Joint Venture Company in which
Chairman & Managing Director of the Company is also
interested. Other than this, there are no materially
significant related party transactions entered into
by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential
conflict with the interest of the Company or which
requires the approval of the members.

In terms of Regulation 23 of the Listing Regulations, the
Company submits details of related party transactions
on a consolidated basis as per the specified format to
the stock exchanges on a half-yearly basis.

An abridged policy on related party transactions
is available on the website of the Company i.e.
www.kiriindustries.com.

* Conservation of energy, research and
development, technology absorptions and foreign
exchange earnings and outgo

The relevant information on conservation of energy,
technology absorption, foreign exchange earnings &
outgo as required to be disclosed in terms of Section
134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 is annexed to this report
as "Annexure D".

* Risk Management

The Company has a Risk Management framework
in place to identify, assess, monitor and mitigate
various risks to the business. This framework seeks to
minimize adverse impact on the business objectives
and enhance the Company's competitive advantage.
The framework also defines the risk management

approach across the Company at various levels. Risk
Management Committee reviews the process of
risk management. The details of the Committee and
meetings held during the financial year 2022-23 and
its terms of reference are provided in the Corporate
Governance Report. The Risk Management Policy
of the Company is available on the website of the
Company www.kiriindustries.com.

* Vigil Mechanism (Whistle Blower Policy)

As per the provisions of Section 177 of the Act and
Regulation 22 of the Listing Regulations, the Company
has devised a vigil mechanism named Whistle Blower
Policy for escalating system of ethical concerns etc. and
to deal with instances of fraud and mismanagement,
if any. The details of the Whistle Blower Policy
is available on the website of the Company at
www.kiriindustries.com and also given in the
Corporate Governance Report.

* Composition of Committees

The Company has 5 (Five) Committees namely
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee
and Risk Management Committee. A detailed note on
the composition of the board and other committees
are provided in the Corporate Governance Report.

* Audit Committee

As required under Section 177(8) of the Act and the
Listing Regulations, the composition of the Audit
Committee is mentioned herein below:

* Corporate Social Responsibility Committee

Pursuant to Section 135 of the Act, the Company has
constituted Corporate Social Responsibility Committee
("CSR Committee") comprising of following members:

The Company has always been committed to the
cause of social service and has repeatedly channelized
its resources and activities, which positively affects
the society socially, ethically and environmentally.
Your Company has taken up various Corporate Social
Responsibility ("CSR") initiatives and enhanced value
in the society.

The Company has formulated CSR Policy which
encompasses its philosophy and guides its sustained
efforts for undertaking and supporting socially useful
programs for the welfare & sustainable development
of the society.

The brief outline of the CSR policy and the initiatives
undertaken by the Company on CSR activities during
the year under review are set out in "Annexure E"
of this report as per the format prescribed in the
Companies (Corporate Social Responsibility Policy)
Rules, 2014. For further details regarding the CSR
Committee, please refer to the Corporate Governance
Report. The CSR Policy is available on the website of
the Company i.e. www.kiriindustries.com.

* NominationandRemunerationPolicyfor Directors,
Key Managerial Personnel and Other Employees:

As prescribed under Section 178 of the Act and
Regulation 19 of the Listing Regulations, the Company
has adopted Nomination and Remuneration policy
for Directors' appointment and remuneration
including criteria for determining qualifications,
positive attributes, independence of a Director,
which is available on the website of the Company i.e.
www.kiriindustries.com. The relevant information as
per Regulation 19 of the Listing Regulations is available
in the Corporate Governance report.

* Human Resource Development

Your Company believes that Human Resources play
a vital role in achieving its long term corporate goal
and it has always remained one of the most important
assets and a key variable in achieving operational
performance. Hence, the Company continues to
invest on hiring the best talent from other industries,
developing and retaining the available talent to ensure
a sustainable talent supply within the organization.
The Company continues to provide them with a safe
and comfortable working environment. The Company
provides various opportunities to the employees to
develop their skills to take up higher responsibilities in
the organization.

* Corporate Governance & Management Discussion
and Analysis Report

As prescribed under Regulation 34(3) read with
Schedule V of the Listing Regulations, a separate section

on corporate governance practices implemented by
the Company, along with the Compliance Certificate
from the Secretarial Auditors regarding compliance
of conditions of corporate governance as stipulated
in Listing Regulations are set out in "Annexure F" to
this Annual report.

The Management Discussion and Analysis Report on
the industry and business operations of the Company,
as required under the Listing Regulations are set out in
"Annexure G" of this Report.

* Business Responsibility and Sustainability
Report (BRSR)

Pursuant to Regulation 34 of the Listing Regulations,
top 1,000 listed entities based on market capitalization
shall require to submit Business Responsibility and
Sustainability Report (BRSR). Accordingly, BRSR is
annexed to this report as "Annexure H".

* Annual return

As required under Section 92 and 134 of the Act
read with Rule 11 of the Companies (Management
and Administration) Rules, 2014, Annual Return as
on March 31, 2023 is available on the website of the
Company at www.kiriindustries.com.

* Disclosure

As per Regulation 43A of the Listing Regulations,
the Dividend Distribution Policy is available on the
Company's 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
Company's 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
website of the Company at www.kiriindustries.com.

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

* Material Changes

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

* Significant and Material orders passed by the
Regulators or Courts

During the financial year, no significant or material
orders were passed by any Regulatory/Statutory
Authorities or the Courts or Tribunals which would
impact the going concern status of the Company and
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, the Statutory Auditors,
Cost Auditors or Secretarial Auditors of the Company
have not reported any frauds to the Audit Committee
or to the Board of Directors as prescribed under
Section 143(12) of the Act and rules made thereunder.

* Updates on court case in Singapore

In the matter of DyStar Global Holdings (Singapore)
Pte. Ltd. ("DyStar"), where the Company holds
37.57% equity stake, the Company has been very
successful and has won against Senda International
Capital Limited ("Senda"), a wholly owned subsidiary
of Longsheng Group wherein on March 03, 2023,
Singapore International Commercial Court ("SICC")
crystallized and decided the final valuation of the
Company's stake at US$603.8 million which is increased
by US$122.2 million, 25% higher than the earlier
determined valuation of US$481.6 million after giving
an effect of the decision of the Court of Appeal which
is Supreme Court of Singapore dated July 06, 2022.

Senda has failed to make payment of the legal cost
amount awarded to the Company and failed to comply
within deadlines given which is January 20, 2023. The
company has filed a writ of seizure and sale of Senda
shares held in DyStar to the extent of recovery of legal
costs awarded to Kiri by SICC as well as the Supreme
Court of Singapore. The sheriff office of Singapore
Supreme Court took possession of Senda shares held
in DyStar to the extent of legal cost amount.

The Company has also commenced examination of
judgment debtor proceedings in SICC in relation to
cost orders made in Kiri's favour. The Company has
applied to examine Mr. Ruan Weixiang, (The Chairman
of Zhejiang Longsheng Group, the Chairman of
DyStar, and former director of Senda), and Ms. Fan Jing
(current director of Senda) for information on Senda's
assets. The Company is currently taking steps to effect
service of the relevant court documents on Mr. Ruan
Weixiang and Ms. Fan Jing.

Recently on July 25, 2023 the Company has filed an
Alternate Relief Application with SICC for enforcement
of Valuation Judgement and recover US$603.80 million
determined by SICC vide its judgement dated
March 03, 2023, wherein it has applied to SICC for
making Senda and DyStar jointly and severally liable
to complete the buy-out, wherein:

(a) DyStar to complete purchase of 17.57% of the equity of
DyStar from Kiri at US$282.37 million within one month
of the date of Court Order, thereafter Senda and/or
DyStar buy balance 20% of equity of DyStar from Kiri
at US$321.47 million within four months of the date
of Court Order, for which a receiver be appointed by
the Court for limited purpose of executing the share
purchase by DyStar;

(b) In the event Senda and DyStar fail to comply with
the order of the Court, DyStar should be wound
up by Court and pay the buy-out order amount of
US$603.80 million and all interest and legal expenses
in priority to Senda from liquidation of DyStar's assets;

(c) Senda shall be liable to pay interest on the Final
Purchase Price from April 03, 2023 at 14.85% per
annum (or any alternative interest rate determined by
the SICC until the completion of the purchase of Kiri's
shareholding in DyStar or until Kiri receives the full
amount of the Final Purchase Price, whichever is later.

(d) Senda be restrained from transferring, charging, or
otherwise dealing with its shares in DyStar until full
payment of the Final Purchase Price, and all interest
and legal costs, to Kiri;

(e) DyStar shall be liable to pay:

(i) Interest at 14.85% per annum (or any alternative
interest rate determined by SICC on the amount
of US$282.37 million, from the date on which the
purchase should be completed in accordance with
point (a) above until the date of completion of the
purchase of 17.57% of Kiri 's shareholding in DyStar
or until the Kiri receives the purchase price of
US$282.37 million, whichever is later; and

(ii) Interest at 14.85% per annum (or any alternative
interest rate determined by SICC) on the further
amount of US$321.43 million, from the date on which
the purchase should be completed in accordance
with point (a) above until the date of completion
of the purchase of 20% of Kiri's shareholding in
DyStar or until Kiri receives the purchase price of
US$321.43 million, whichever is later.

? Acknowledgement

The Board takes this opportunity to sincerely
thanks all its stakeholders, shareholders, customers,
legal advisors, suppliers/contractors, employees,
Government agencies, local authorities and the
immediate society for their un-stinted support and
co-operation during the year.

For and on behalf of the Board of Directors

Manish Kiri

Place: Ahmedabad Chairman & Managing Director

Date: August 11, 2023 DIN: 00198284