1.19 PROVISIONS AND CONTINGENT LIABILITIES
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
As a policy, the company is regularly accessing the liability arising due to delay in fulfillment of the obligation against advance licenses taken for duty free import of the goods / various investment related schemes and required provisions are carried out in the books.
Contingent Liability is disclosed in the case of:
> A present obligation arising from the past events, when it is not probable that an outflow of resources will be required to settle the obligation;
> A present obligation arising from the past events, when no reliable estimate is possible;
> A possible obligation arising from the past events, unless the probability of outflow of resources is remote.
Contingent liabilities are not provided for and if material, are disclosed by way of notes to accounts. Contingent assets are not recognized in financial statements. However, the same is disclosed, where an inflow of economic benefit is probable.
1.20 LEASES
The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a define period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified assets, the Company assesses whether: (i) the contact involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
As a lessee, the Company recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The estimated useful lives of right of use assets are determined on the same basis as those of property and equipment. In addition, the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.
Lease payments included in the measurement of the lease liability comprise the fixed payments, including in-substance fixed payments and lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; The lease liability is measured at amortised cost using the effective interest method.
The Company has elected not to recognise right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. The Company applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.
1.21 GOVERNMENT GRANTS
Government grants are recognised when there is reasonable assurance that the grant will be received and all attached conditions complied in. When the grant relates to an expense item, it Is recognised as Income on a systematic basis over the years that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as an income in equal amounts over the expected useful life of the related asset.
1.22 SEGMENT REPORTING
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the company's Chief Operating Decision Maker ("CODM") to make decisions for which discrete financial information is available. Based on the management approach as defined in Ind AS 108 - Operating Segments, the CODM evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments and geographic segments.
1.23 EARNING PER SHARE
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company's earnings per share is the net profit or loss for the year after deducting preference dividends and any attributable tax thereto for the year. The weighted average number of equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.
Diluted Earnings Per Share
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.
1.24 DIVIDEND DISTRIBUTIONS
The Company recognizes a liability to make the payment of dividend to owners of equity, when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
1.25 CASH AND CASH EQUIVALENTS
Cash and Cash Equivalents comprise cash and deposits with banks. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
1.26 STATEMENT OF CASH FLOWS
Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing Cash Flows. The cash flows from operating, investing and financing activities of the Company are segregated.
1.27 EVENTS OCCURING AFTER THE REPORTING DATE
Adjusting events occurring after the balance sheet date are recognized in the financial statements. Material non adjusting events occurring after the balance sheet date that represents material change and commitment affecting the financial position are disclosed in the Director's Report and Notes to Accounts.
1.28 EXCEPTIONS ITEMS
Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company is such that disclosure improves the understanding of the performance of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.
Nature and Purpose of Reserves
Securities Premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013
General Reserve
General reserve is created by the Company by appropriating the balance of Retained Earnings. It is a free reserve which can be used for meeting the future contingencies, creating working capital for business operations, strengthing the financial position of the Company etc.
Capital Redemption Reserve
Capital Redemption Reserve was created to transfer redemption reserve of Redeemable Preference Shares. This is not free reserve and cannot be utilised for any purpose.
Retained Earings
Retained Earings are the profits that the company has earned till date less any transfers to redemption reserve, dividend or other distributions paid to shareholders.
40 FINANCIAL INSTRUMENTS A Capital Management
Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements.
To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Company monitors capital using a ratio of 'Adjusted Net Debt' to 'Adjusted Equity' For this purpose, adjusted net debt is defined as total Liabilities, comprising Interest-bearing Loans and Borrowings and obligations under Finance Leases, less Cash and Cash Equivalents. Adjusted Equity Comprises all components of Equity.
(ii) Measurement of Fair values and Sensitivity analysis Fair Value Hierarchy
The fair value of the Financial Assets and Liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company uses the following hierarchy for determining and/or disclosing the fair value of Financial Instruments by valuation techniques:
Financial assets and financial liabilities measured at fair value in the Balance Sheet are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the Assets or Liabilities, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3: Inputs for the Assets or Liabilities that are not based on observable market data (unobservable inputs)
The cost of unquoted investments included in Level 3 fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range
(b) Financial Instrument measured at Amortised Cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
1 FINANCIAL RISK MANAGEMENT, OBJECTIVE AND POLICIES
The Company's Board of Directors have overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages market risk through treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The finance team recommends risk management objectives and policies. The activities of this operations include management of cash resources, hedging of foreign currency exposure, credit control and ensuring compliance with market risk limits and policies.The Company's Management reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
The Company has exposure to the following risks arising from financial instruments:
(a) Credit Risk
(b) Market Risk and
(c) Liquidity Risk
(a) Credit Risk:
Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk arising from its operating activities primarily from trade receivables, from financing activities primarily relating to parking of surplus funds as Deposits with Banks, investments, loans, and security deposits.
The carrying amounts of financial assets represent the maximum credit risk exposure. Credit risk assessment on various components is described below:
(i) Trade receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the standard payment and delivery terms and conditions are offered. The Company's review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are established for each customer and reviewed periodically.
The Company measures the expected credit loss of trade receivables from customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, as per management perceptions, the provision for loss on collection is made on trade receivables based on Expected Credit Loss Model (ECL) as below:
(ii) Cash and cash equivalents and bank deposits
Credit risk from balances with Banks and Financial Institutions is managed by the Company's treasury department. Investments of surplus funds are made only with approved counter parties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
(iii) Security Deposits and Loans
This consists of loans given to Employees and Security Deposits given to utility providers like Electricity companies and others. These carries limited credit risk based on the financial position of parties and Company's historical experience of dealing with these parties.
(b) Market Risk:
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk- sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.
(i) Foreign currency risk
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and SGD. The Company has in place the Risk management policy to manage the foreign exchange exposure
The Foreign currency exchange rate exposure is partly balanced through natural hedge. This provide an economic hedge without derivatives being entered into and therefore hedge accounting not applied in these circumstances.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Company's policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
The company can enter into foreign currency forward contracts and other authorized derivative contracts, which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables/receivables and borrowings.
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
The Company's risk management activities are subject to the management, direction and control of Risk Management Policy for interest rate risk through appropriate policies and procedures identified, measured and managed.
The Company's fixed rate borrowing are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rate.
For the Company's floating rate borrowing, the analysis is prepared assuming a 100 basis point increase or decrease is used, which represents management's assessment of the reasonably possible change in interest rate.
(c) Liquidity Risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Exposure to Liquidity Risk
The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities. The table below summarises the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
(b) Defined Benefits Plans
The Company provides for retirement benefits in the form of Gratuity. The Company's gratuity scheme (unfunded) provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service subject to a ceiling of ' 20 Lakhs. Vesting occurs upon completion of 05 years of service.
Sensitivities have been calculated to show the movement in Defined Benefit Obligation in isolation and assuming there are no other changes in market conditions at the accounting date. In presenting the above sensitivity analysis, the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. This analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in the assumptions would occur in isolation of one another as some of the assumptions may be correlated.
(vii) The weighted average duration of the benefit obligation as at March 31,2025 is 12 years (as at March 31, 2024 is 13 years).
(c) Compensated absence:-
Expenses recognised in the Statement of Profit and Loss amounts to ' 82.32 Lakhs for the year ended March 31,2025 (March 31,2024 was ' 110.32 lakhs).
The current and non-current classification of obligations under defined benefit plans and other long-term benefits is done bases on the actuarial valuation reports.
45 OPERATING SEGMENT
The Company determines Operating Segments as components of an entity for which discrete financial information is available that is evaluated regularly by chief operating decision maker (CODM), in deciding how to allocate resources and assessing performance. a) The Company operates mainly in manufacturing of Dyes, Dyes Intermediates and Basic Chemicals. All other activities are incidental thereto and integrated, which have similar risk and return.
Considering the nature of Company's business, as well as based on reviews by CODM to make decisions about resource allocation and performance measurement, accordingly, there are no separate reportable Segment as far as primary Segment is concerned in accordance with the requirements of Ind AS - 108 - ''Operating Segments'', prescribed under Companies (Indian Accounting Standards) Rules, 2015.
(a) Bank guarantees include ' 43.00 Lakhs issued to GPCB.
(b) Refer Note no. 51.
(c) Disputed tax liabilities are pending at various forums details of which are mentioned in CARO report.
(b) Capital commitments and other commitments
Estimated amount of contracts pending execution on capital accounts and not provided for (net of advances) is ' 1,305.11 Lakhs (PY ' 1,300.13 Lakhs).
The Company has given capital advances to various equipment suppliers and other parties towards purchase of capital goods to be used as Plant & Machinery. The amount includes balances outstanding for long against which capital goods have not been procured by the company. Third party confirmations, reconciliations and other supportive audit evidences are being requested from vendors to determine outstanding capital advance and its recoverability.
i) Refer Note no. 51.
ii) M/s Kiri Industries Ltd. has given a corporate guarantee of ' NIL (PY 100 Cr) to Vistra ITLC (India) Ltd. (the debenture trustee) for the purpose of subscirbing the Non-Convertible Secured Debentures of Saptak Buildcon Private Limited by UTI MOF & UTI SDOF. UTI MOF & SDOF had subscribed for ' 72 Cr NCD of Saptak Buildcon Pvt. Ltd. according to agreement between the parties in PY.
49 CODE ON SOCIAL SECURITY, 2020 ('CODE')
The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment benefits has received Presidential Assent on 28th September, 2020. The Code has been published in the Gazette of Inda. However, the effective date of the Code is yet to be notified and final rules for quantifying the financial impact are also yet to be issued. In view of this, the Group will assess the impact of the Code when relevant provisions will be notified and will record related impact, if any, in the period the Code becomes effective.
50 The company has few foreign currency balances (both receivables and payables) which have been outstanding for a period which is beyond the prescribed period for settlement as per the guidelines of Reserve Bank of India (RBI) and FEMA. As per management, the company will take necessary steps in coordination with its bankers to regularise such receivables and payables.
51 During the year, Facility Agreement entered by Kiri Industries Limited ("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 (as the "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:
• 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 March 31, 2025 and USD178.10 million thereafter till date of repayment of the Facility;
• 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;
• 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 Global Holdings (Singapore) Pte. Ltd. ("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);
• 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 (1) 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:
• 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);
• 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);
• 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);
• 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);
• 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);
• 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);
• First floating charge by the Borrower over all its assets (excluding the shares of IACL) in favour of the Security Agent (Singapore);
• Non-disposal undertaking by the Company over all the shares held/to be held by it in IACL;
• Non-disposal undertaking by the Borrower over all the shares to be held by it in IACL;
• Unconditional and irrevocable corporate guarantee by the Company;
• Unconditional and irrevocable personal guarantee by Mr. Manish Kiri, promoter of the Company;
Further, Claronex Holdings Pte. Ltd. has acquired 96.83% of shareholding of Indo Asia Copper Limited (The then Subsidiary of the company) in two tranches vide share subscription agreement dated September 04, 2024. Accordingly, 4,58,56,190 number of shares were issued by Indo Asia Copper Limited to Claronex Holdings Pte. Ltd. at the rate of ' 226/- per share in the month of September, 2024 making Indo Asia Copper Limited a subsidiary of Claronex Holdings Pte. Ltd. and consequently step down subsidiary of the company.
52 The company, Kiri Industries Limited ("Issuer") has realized 50.9485% upfront money amounting to ' 250,67,52,332/- on October 15, 2024 against the 13333789 entire warrants allotted for which pre-preferential approval was sought, made on October 15, 2024. Further, the Issuer has also realized the balance 49.0515% allotment monies amounting to ' 68,68,49,931/- from the respective allottee(s) on November 12, 2024 against allotment of 3794751 equity shares made on November 13, 2024 on conversion of 3794751 warrants from the applicants of the aforesaid shares.
53 OTHER ADDITIONAL STATUTORY INFORMATION
i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii) The Company do not have any transactions with companies struck off.
iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities Intermediaries with the understanding that the Intermediary shall:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
v) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) 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
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
vi) The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
viii) As the company has not taken availed any WCL, overdraft, etc from any banks or financial institutions, therefore, quarterly returns or statements of receivables, inventories and creditors for goods with banks or financial institutions are not required to be filed by the company.
54 EVENTS AFTER THE REPORTING PERIOD
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approved Standalone Financial Statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the Standalone Financial Statements as of May 30, 2025 there is no significant events occurred, except disclosed.
In recent development with respect to ongoing legal proceedings concerning disputes between Kiri Industries Limited ("the Company") and DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar") and Senda International Capital Ltd. ("Senda"), 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") whose signatory to SPA are also court-appointed joint and several receivers.
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 Global Holdings (Singapore) Pte. Ltd. ("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.
55 NEW AND AMENDMENTS STANDARDS
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind AS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1,2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its Standalone Financial Statements.
56 The previous year figures are regrouped or reclassified according to current year grouping and classification.
As per our attached report of even date
For, Pramodkumar Dad & Associates For and on behalf of the Board of Directors
Chartered Accountants
Abhishek Dad Manish Kiri Dr. Girish Tandel
Partner Chairman and Managing Director Whole-Time Director
MRN : 131918 DIN : 00198284 DIN : 08421333
FRN : 115869W
Suresh Gondalia Jayesh Vyas
Company Secretary Chief Financial Officer
Place : Ahmedabad Place : Ahmedabad
Date : May 30, 2025 Date : May 30, 2025
|