We have audited the accompanying standalone financial
statements of Kiri Industries Limited ("the Company"), which
comprise the Balance Sheet as at March 31,2025, 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 31,2025, 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 (SA's) specified
under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor's 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 ICAI's 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

1. We draw attention to various court cases and judgments
in relation to disputes between the Company and DyStar
Global Holdings (Singapore) Pte. Ltd. (DyStar) & Senda
International Capital Ltd. (Senda)

The Singapore International Commercial Court ("SICC"), in its
judgment dated March 3, 2023 (the "Valuation Judgment"),
determined the fair value of the Company's 37.57% stake in
DyStar to be USD 603.80 million, an increase of USD 122.20
million over the previously determined value of USD 481.60
million in the SICC's judgment dated June 21,2021.

Following Senda's failure to complete the buyout of the
Company's stake in DyStar, the Company filed an alternate
relief application on July 23, 2023, seeking enforcement of
the Valuation Judgment. Hearings took place on January
24 and 25, 2024. Subsequently, on February 23, 2024, the
SICC issued an interim order directing that the respective
shareholdings in DyStar held by the Company and Senda
(collectively, the "Shares") be sold en bloc, with Mr. Matthew
Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei Cheong
of Deloitte & Touche LLP appointed as joint and several
Receivers to manage and facilitate the sale.

On May 20, 2024, the SICC issued its final order and grounds
of decision in continuation of the interim order, providing
the following directives:

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

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

c) The proceeds of sale, after deduction of receiver
remuneration and sale expenses, shall be distributed
as follows:

• Kiri Industries Limited shall receive USD 603.8
million in priority; and

• Senda shall receive any remaining balance.

d) The Court denied claims for interest on the buyout
amount and for any advance payment from DyStar to
the Company.

The Company has filed an appeal with the Court of Appeal
(Singapore Supreme Court) against the SICC's decision not

to award interest on the buyout amount. Senda has also
filed an appeal challenging the SICC's decision to award
priority payment of USD 603.8 million to the Company.

In a subsequent judgment dated August 29, 2024, the SICC
ruled that:

a) Senda shall pay the Company S$360,050 in legal costs
and reimburse disbursements totaling S$ 17,053.81
and USD 6,415.18.

b) The Company shall pay DyStar S$ 125,705 in legal
costs and disbursements totaling S$8,126.91 and
USD1,223.57.

In its judgment dated January 31, 2025, the Singapore
Supreme Court:

a) Dismissed Senda's appeal against the priority payment;

b) Upheld the Company's entitlement to interest on the
buyout amount at the rate of 5.33% per annum on
USD 603.80 million, accruing from September 3, 2023
until the date of payment.

In the process of en bloc sale of DyStar, Zhejiang Longsheng
Group Co., Ltd ("Purchaser") has entered into a Share
Purchase Agreement ("SPA") on May 29, 2025 with Mr.
Matthew Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei
Cheong of Deloitte & Touche LLP, acting as court-appointed
joint and several receivers ("Receivers"), and Kiri Industries
Limited ("the Company").

Under the terms of the agreement, the Purchaser has
agreed to acquire 2,623,354 equity shares, representing
37.57% of the paid-up share capital of DyStar held by the
Company, for a base consideration of USD 676,260,000.
An additional consideration of USD 20,287,800 is payable
by the Purchaser to address any shortfall in the base
consideration or to fulfil the Purchaser's obligations under
the SPA. The total consideration for the transaction may also
be further adjusted pursuant to the terms of the SPA. The
long-stop date for the fulfilment or waiver of the last of the
conditions in the SPA is scheduled for October 2, 2025, and
may be extended, if required, up to November 3, 2025 (or
such other date as the Receivers and Purchaser may agree
in writing). This transaction is subject to customary closing
conditions and, where applicable, regulatory approvals
and hence dependent on purchaser's ability to fulfill the
conditions required for execution of SPA.

2. We draw attention to Facility Agreement entered the
Company with Claronex Holdings Pte. Ltd., a wholly
owned overseas subsidiary of the Company ("Borrower" /
"Claronex"), Mr. Manishkumar P Kiri ("Promoter"), Meritz
Securities Co., Ltd. and TCM Asia Private Credit Fund VCC
(collectively, "Lenders") and BNP Paribas (acting through
its Singapore branch) (as the "Agent" and "Security Agent

(Singapore)") and Catalyst Trusteeship Limited ("Security
Agent (India)"), in relation to the credit facilities of USD130
Million availed by the Borrower.

The Company entered into following agreements for securing

credit facility provided to Borrower:

a) Corporate guarantee dated September 4, 2024 was executed
by the Company in favour of the Security Agent (India) for
guarantee amount of USD 169 million till 31st March, 2025
and USD178.10 million thereafter till date of repayment of
the Facility;

b) Non-disposal undertaking dated September 4, 2024 was
executed between the Company, Indo Asia Copper Limited,
a step-down subsidiary of the Company ("IACL") and
Security Agent (India) for non-disposal of shareholdings of
the Company in IACL;

c) Security agreement dated September 4, 2024 was entered
into by the Company with the Security Agent (Singapore)
in relation to present and future shares of Dystar held by
the Company and other rights in relation to such shares and
First fixed charge over all present and future shares of the
Borrower owned by the Company, together with all related
rights thereto in favour of the Security Agent (Singapore);

d) A deed of hypothecation dated September 4, 2024 was
entered into by the Company in favour of the Security Agent
(India) together with a power of attorney in relation to the
hypothecated assets such as First ranking charge by way of
hypothecation over the escrow account in India, in favour of
the Security Agent (India);

The aforesaid credit facility has been secured by following

security:

a) First fixed charge over the selected assets owned by the
Company by the way of assignments and securities in favour
of the Security Agent (Singapore);

b) First fixed charge over all present and future shares of the
Borrower owned by the Company, together with all related
rights thereto in favour of the Security Agent (Singapore);

c) First ranking charge by way of hypothecation over the
escrow accounts in India for the purpose of the Facility
Agreement and other documents in relation thereto (and all
amounts lying to the credit of such escrow account including
any fixed deposits etc.) held by the Company, together with
a power of attorney in relation to the hypothecated assets,
in favour of the Security Agent (India).

d) Security by way of assignment by the Borrower of all its rights
under any definitive agreements pertaining to subscription
or transfer of IACL shares to be held by it and any disposal
proceeds of the Borrower over the shares of IACL in favour
of the Security Agent (Singapore);

e) First fixed charge over the escrow account of the Borrower in
Singapore and any other accounts of the Borrower held with
any bank or financial institution in favour of the Security
Agent (Singapore);

f) First fixed charge over all permitted financial investments of
the Borrower, as set out in the Facility Agreement, in favour
of the Security Agent (Singapore);

g) First floating charge by the Borrower over all its assets
(excluding the shares of IACL) in favour of the Security
Agent (Singapore);

h) Non-disposal undertaking by the Company over all the
shares held / to be held by it in IACL;

i) Non-disposal undertaking by the Borrower over all the
shares to be held by it in IACL;

j) Unconditional and irrevocable corporate guarantee by the
Company;

k) Unconditional and irrevocable personal guarantee by
Mr. Manish Kiri, promoter of the Company;

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 Auditor's 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

Information other than the Standalone Financial Statements
and Auditor's Report thereon

The Company's 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, Director's Report including
Annexures thereto, Business Responsibility & Sustainbility Report,
Corporate Governance and Shareholder's Information, but does
not include the standalone financial statements and our auditor's
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 Company's 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 Company's 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
Company's financial reporting process.

Auditor's 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 auditor's 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:

> I dentify 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 management's 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 Company's ability to
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor's 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 auditor's
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 auditor's 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, 2025, and
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
2025, 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, 2025 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 Auditor's 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 it's 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 it's 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.

For, Pramodkumar Dad & Associates

Chartered Accountants

Abhishek Dad

Partner
MRN: 131918

Place: Ahmedabad FRN: 115869W

Date: May 30, 2025 UDIN: 25131918BMGXRU4100