Your Board of Directors are pleased to present the 28^th Annual Report together with Audited Financial
Statements of the Company for the Financial Year ended on March 31, 2026.

* Standalone Performance

* Highlights of Standalone Operations

The Companyreported an Operational revenue of
INR 777.94 Crore during FY 2025-26, registering
a 19% year-on-year growth compared to the
previous financial year. The increase in revenue
reflects improved business volumes, better
product realizations, and stronger operational
performance across key business segments.

Revenue growth was primarily driven by the
Basic Chemicals segment, which recorded an
impressive 129% increase in sales, supported by
an approximately 100% increase in realizations
(selling prices) along with higher sales volumes.
The Dyes segment remained largely stable
during the year, with minimal changes in both
realizations and sales quantities. The Dyes
Intermediates segment recorded a 15% growth
in sales, driven by an approximately 10%
increase in sales volumes coupled with around
5% improvement in realizations.

On the geographic front, domestic revenue
increased from INR 553 crore in FY 2024-25

to INR 654 crore in FY 2025-26, representing
a growth of 18%, primarily attributable to
improved domestic demand and higher
volumes.

The Company’s export and other operating
income increased from INR 102 crore in FY
2024-25 to INR 124 crore in FY 2025-26,
registering a growth of 21%. This growth was
mainly driven by improved export performance
and a higher contribution from international
markets, reflecting the Company’s continued
focus on expanding its global presence.

The Company reported a Profit Before Tax
(PBT) of INR 5,796.94 crore for FY 2025-26,
representing a remarkable turnaround from
the Profit Before Tax of INR 0.56 crore reported
in FY 2024-25. Similarly, the Profit After Tax
(PAT) increased substantially during the year,
primarily driven by the receipt of proceeds from
the en bloc sale of the Company’s 37.57% equity
stake in DyStar.

The significant improvement in profitability
reflects the successful monetization of the
Company’s long-term investment in DyStar,
coupled with its continued focus on operational
efficiency, prudent financial management, and
disciplined capital allocation. The strengthened

financial position provides a solid foundation
for executing the Company’s strategic growth
initiatives, including its diversification into
the copper and fertilizer businesses, while
creating sustainable long-term value for
all stakeholders.

* Consolidated Performance

* Highlights of Consolidated Operations

During the year under review, the Company
delivered a strong operational performance
across its Dyes, Dyes Intermediates and Basic
Chemicals segments, resulting in improved
business volumes and higher revenues.
Consequently, the Company reported
consolidated operational revenue of ' 839.65
crore during FY 2025-26, as compared to
' 740.03 crore in FY 2024-25, registering
a growth of 13%.

The Company’s Share of Profit from Associates
for FY 2025-26 stood at ' 187.47 crore.
This comprised ' 58.08 crore, representing the
Company’s 40% share of profit from Lonsen Kiri
Chemical Industries Limited for the full financial
year and ' 129.39 crore representing the
Company’s 37.57% share of profit from DyStar,
recognized up to the third quarter of FY 2025-26.

Following the completion of the en bloc sale of
the Company’s 37.57% equity stake in DyStar
on 31 December 2025, DyStar ceased to be an
associate of the Company. Consequently, the
recognition of the Company’s share of profit or
loss from DyStar was discontinued with effect
from that date.

The Company’s Consolidated Profit After Tax
(PAT) increased significantly to ' 5,566.94 crore
in FY 2025-26 from ' 264.74 crore in FY 2024¬
25. The substantial increase in consolidated
profitability was primarily attributable to the
exceptional gain recognized during the year,
mainly arising from the en bloc sale of the
Company’s 37.57% equity stake in DyStar.

* Dividend

Following the successful conclusion of the 11-
year DyStar litigation, the Company received
USD 689.03 million, comprising the sale
consideration for its 37.57% equity stake in
DyStar and reimbursement of legal costs.
After careful deliberation, the Board decided
that deploying these proceeds towards
the Company’s long-term strategic growth
initiatives would create greater shareholder
value than declaring dividends at this stage.

The Company has undertaken large-scale
greenfield projects in the copper and fertilizer

sectors, which require an equity infusion,
besides funding for working capital, project
contingencies. The existing dyes, dyes
intermediates and basic chemicals businesses
also require adequate working capital to
support future growth.

Accordingly, the Board believes that retaining the
proceeds and investing them in these strategic
growth initiatives is in the best long-term
interest of the Company and its shareholders,
and will strengthen the Company’s earnings
potential and create sustainable long-term
value for its stakeholders.

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 Company’s 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.

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 Company’s website at
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 Company’s subsidiaries during
the financial year.

As on March 31, 2026, the Company has total 8
(Eight) Subsidiaries including 2 (Two) Step-down

Subsidiaries, 2 (Two) Associate Companies, and
1 (one) Joint Venture Company.

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 to this Report as “Annexure A”.

- Kiri Copper (Shanghai) Technology
Company Limited became Step-down
Foreign Subsidiary Company w.e.f.
December 11, 2025

- DyStar Global Holdings (Singapore) Pte.
Ltd. ceases to be Associate Company w.e.f.
December 31, 2025.

- Indoasia Agrotech Fertilizers Limited
became Subsidiary Company w.e.f. March
20,2026.

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
Company’s 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 Company’s website at
www.kiriindustries.com.

* Directors and Key Managerial Personnel

As of March 31, 2026, 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:

Upon the recommendation of the Nomination
and Remuneration Committee, the Board
appointed Ms. Reema Pranav Parikh (DIN:
07291856) as an Additional Director in the
capacity of an Independent Director of the
Company for a period of 5 years, effective from
September 02, 2025. Pursuant to Regulation
17(1C) of the Listing Regulations and provisions
of the Act, the appointment of Ms. Parikh was
duly approved by the shareholders through
resolution passed at the 27^th Annual General
Meeting held on September 29, 2025.

Further, as recommended by the Nomination
and Remuneration Committee, the Board re¬
appointed Mr. Yagnesh Mankad (DIN: 03204060)
and Mr. Girish Tandel (DIN: 08421333) as Whole
Time Directors of the Company for further
period of 3 years w.e.f. February 11, 2026 and
re-appointed Mr. Manish Kiri (DIN: 00198284),
Chairman & Managing Director for a further
period of 3 years w.e.f. April 01, 2026.

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
March 24, 2026.

Director Retiring by Rotation:

In accordance with the provisions of Section
152(6) of the Act, Mr. Manish Kiri (DIN: 00198284),
Chairman & Managing Director, is liable to retire
by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment.

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 Auditor’s Report on the standalone
and consolidated financial statements of
the Company for the financial year ended
March 31, 2026, 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 11, 2025, for the
financial year 2025-26.

The Company has maintained cost records as
prescribed under Section 148 of the Act and
applicable rules. The Cost Audit Report for
financial year 2025-26, as issued by the Cost
Auditors, does not contain any qualification,
reservation, adverse remark, or disclaimer.

Secretarial Auditors:

During the year under review, 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,
the Members approved the appointment of
M/s. Kashyap R. Mehta & Partners, Practicing
Company Secretaries, as the Secretarial Auditors
of the Company, to hold office for a term of five
consecutive years up to financial year 2030.

The Secretarial Audit Report, in the prescribed
Form MR-3, is attached to this Report as
“Annexure B”. The Report for the year ended
March 31, 2026, does not contain any

qualifications, reservations, or adverse remarks.

Pursuant to Regulation 24A of Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of Indo Asia
Copper Limited, a material unlisted subsidiary, is
attached to this Report as “Annexure B-1”.

* 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 proficiency;

• 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 affirmed compliance with
the said Code for the financial year 2025-26.

A declaration to this effect has been received
from the Chairman & Managing Director,
confirming such compliance.

The Code of Conduct is available on the
Company’s website at www.kiriindustries.com.

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

During the year under review, 6 (Six) meetings
of the Board of Directors were held on May 30,

2025, August 11, 2025, September 02, 2025,
November 07, 2025, January 03, 2026 and
February 10, 2026.

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 10, 2026.

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 2026-27 within the
prescribed timelines.

* Changes in Capital Structure

During the financial year 2025-26, a total of
43,93,592 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 ' 79.52 crores. As of March 31,

2026, 51,45,446 warrants remain outstanding
and were pending for conversion.

Board of Directors at their meeting held on
April 11, 2026 converted remaining 51,45,446

Warrants 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
' 93.13 crores.

All the Warrants have been duly converted into
Equity Shares within the stipulated timeframe.
Upon full conversion of the Warrants, the
aggregate shareholding of the Promoters and
members of the Promoter Group has increased
to 41.72% of the total paid-up equity share
capital of the Company.

Except as stated above, there was no 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 Company’s 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 Company’s
website at www.kiriindustries.com.

* Familiarization 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
Company’s 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 Company’s
operations, enabling them to make well-
informed and timely decisions.

Details of the Familiarization Programme
are available on the Company’s 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, 2026, 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, 2026
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 established a robust Internal
Control System commensurate with the
size, nature and complexity of its operations.
An independent external audit firm has been
appointed to conduct the internal audit function
and evaluate the adequacy and effectiveness of
internal controls, compliance with policies, and
standard operating procedures.

The Internal Auditor submits its reports to
the Audit Committee on a quarterly basis.
The Audit Committee reviews significant audit
observations, the corrective actions taken
by the management, and the effectiveness
of the internal control framework to ensure
sound governance, compliance and effective
risk management. The Board is of the opinion
that the Company’s internal financial controls
are adequate and operating effectively.

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, 2026.

* 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 2025-26, all related
party transactions entered into by the Company
were at arm’s length, in the ordinary course of
business, and in compliance with the applicable
provisions of the Act, the Listing Regulations,
and the Company’s Policy on Related
Party Transactions.

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

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 Company’s
website at: www.kiriindustries.com.

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

The relevant information as required under
Section 134(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 to this Report as “Annexure D”

* 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 2025-26 and
its terms of reference, are provided in the
Corporate Governance Report, which forms
part of this Annual Report. The Company’s Risk
Management Policy is available on its website 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
Company’s 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:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Corporate Social Responsibility (CSR)
Committee

Ý Stakeholders Relationship Committee

Ý 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,
as the Company did not meet the financial
thresholds prescribed there under, 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 Company’s
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
Company’s 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 believes that its employees are its
most valuable asset and a key driver of sustainable
growth and long-term success. The Company
remains committed to attracting, developing and
retaining talented professionals while fostering
a high-performance culture built on integrity,
collaboration and continuous learning.

The Company provides a safe, inclusive
and engaging workplace that encourages
innovation, accountability and professional
development. Through continuous learning and
skill enhancement initiatives, employees are
empowered to take on greater responsibilities
and contribute effectively to the Company’s
growth and strategic objectives.

* 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, 2026 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, 2026, is available on the
Company’s 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
Company’s website at 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 at 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
Company’s website at 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

During the year under review, the Company
successfully concluded the en bloc sale of its
entire 37.57% equity stake in DyStar Global
Holdings (Singapore) Pte. Ltd. (“DyStar”),
marking the culmination of an 11-year legal
dispute before the Singapore Courts.

Pursuant to the judgments of the Singapore
International Commercial Court (SICC) and the
Share Purchase Agreement dated 29 May 2025,
as amended by the Amended and Restated Share
Purchase Agreement dated 13 December 2025,
the court-appointed Receivers completed the
en bloc sale on 30 December 2025.

The Company received US$689.03 million
towards sale consideration, share buyback
consideration, interest and reimbursement of
legal costs. As a result of the transaction, the
Company divested its entire 37.57% stake in
DyStar, and accordingly, DyStar ceased to be an
Associate Company of the Company with effect
from 31 December 2025.

? Project Progress Update - Integrated
Copper & Fertilizer Complex

The Company continues to make steady
progress on the integrated Copper and
Fertilizer projects being developed through its
subsidiaries, Indo Asia Copper Limited (IACL)
and Indoasia Agrotech Fertilizers Limited
(IAFL). During the year, significant progress
was achieved in engineering, procurement,
civil infrastructure and utilities development.
The Company’s strengthened financial position

following the receipt of DyStar proceeds has
enabled accelerated project execution and
timely deployment of capital across key activities.

Engineering activities for the Copper Tube Plant,
Copper Rod Plant, Copper Refinery, Sulphuric
Acid Plant, Oxygen Plant and associated
utility facilities have progressed substantially
under the supervision of External Engineering
Team. Major procurement milestones were
also achieved through the placement of
orders for critical refinery and utility packages,
while long-lead equipment procurement is
progressing as planned.

Construction activities at the project site have
gained significant momentum with progress in
piling, civil works, industrial buildings, internal
infrastructure, water management systems and
utility development. In parallel, the Company is
advancing strategic supporting infrastructure,
including the desalination plant, renewable
energy integration, jetty infrastructure and
conveyor-based raw material logistics systems.

The projects are progressing in line with the
Company’s long-term strategic roadmap and
are expected to provide a strong platform
for business diversification, infrastructure-
led growth and sustainable long-term value
creation for shareholders.

? 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
Company’s growth and success.

For and on behalf of the Board of Directors of
Kiri Industries Limited

Manish Kiri

Place: Ahmedabad Chairman & Managing Director

Date: August 12, 2026 DIN: 00198284