Kiri Industries Ltd Directors Report

To,

The Members

Kiri Industries Limited

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

Particulars	FY 2025-26	FY 2024-25
Revenue from operations	777.94	655.60
Other Income	175.92	105.25
Total Income	953.85	760.86
Operational Expenses	989.05	699.30
Earning Before Finance Cost, Tax, Depreciation and Amortization (EBITDA)	(35.19)	61.56
Finance Cost	3.05	16.54
Depreciation and Amortization	46.05	44.46
Profit before Tax and Exceptional items	(84.29)	0.56
Exceptional items	5,881.23	-
Profit Before Tax	5,796.94	0.56
Tax Expenses	216.04	(3.87)
Profit for the Period	5,580.90	4.42
Other Comprehensive Income	(0.46)	(0.58)
Profit and Comprehensive income	5,580.44	3.84

* 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 Companys 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 Companys 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 Companys 37.57% equity stake in DyStar.

The significant improvement in profitability reflects the successful monetization of the Companys 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 Companys strategic growth initiatives, including its diversification into the copper and fertilizer businesses, while creating sustainable long-term value for all stakeholders.

* Consolidated Performance

Particulars	FY 2025-26	FY 2024-25
Revenue from operations	839.65	740.03
Other Income	176.09	114.87
Total Income	1,015.74	854.90
Operational Expenses	1,060.53	793.95
Earning Before Finance Cost, Tax, Depreciation and Amortization (EBITDA)	(44.79)	60.94
Finance cost	195.25	127.10
Depreciation and Amortization	46.94	44.52
Profit Before Tax and Share of Profit of Associates and Exceptional Items	(286.98)	(110.69)
Share of Profit of Associates	187.62	373.16
Exceptional items	5,881.23	-
Profit Before Tax	5,781.87	262.48
Tax Expense	214.92	(2.26)
Profit for the Period	5,566.94	264.74
Other Comprehensive Income	(66.00)	(27.07)
Profit and Comprehensive income	5,500.94	237.67

* 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 Companys Share of Profit from Associates for FY 2025-26 stood at 187.47 crore. This comprised 58.08 crore, representing the Companys 40% share of profit from Lonsen Kiri Chemical Industries Limited for the full financial year and 129.39 crore representing the Companys 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 Companys 37.57% equity stake in DyStar on 31 December 2025, DyStar ceased to be an associate of the Company. Consequently, the recognition of the Companys share of profit or

loss from DyStar was discontinued with effect from that date.

The Companys Consolidated Profit After Tax (PAT) increased significantly to 5,566.94 crore in FY 2025-26 from 264.74 crore in FY 202425. 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 Companys 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 Companys 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 Companys 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 Companys website at www.kiriindustries.com.

? Transfer to Reserves

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

? Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), any money transferred to Unpaid Dividend Account and which remains unpaid or unclaimed for 7 (Seven) consecutive years from the date of such transfer shall be transferred by the Company into IEPF account, established by the Government of India. Further, the Company shall also transfer shares of members whose dividends remain unpaid/ unclaimed for a continuous period of seven years to the demat account of IEPF Authority.

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

Financial Year for which dividend declared	Type of Dividend	Dividend Rate (%)	Date of Declaration	Amount of Unpaid/ Unclaimed Dividend as on 31.03.2026	Due Date for transfer to IEPF
2018-19	Final	20	27.09.2019	2,29,606/-	01.11.2026
2019-20	Final	5	25.09.2020	66,599/-	28.10.2027

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

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

* Directors and Key Managerial Personnel

As of March 31, 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 reappointed 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 Auditors 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 Companys 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 Companys policy on appointment and remuneration of Directors and other matters as provided under Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Annual Report. The policy is also available on the Companys website at www.kiriindustries.com.

* 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 Companys governance and strategic direction, thereby fulfilling stakeholders expectations and societal obligations. As part of the programme, Directors are regularly updated on key developments in the domestic and global industry landscape relevant to the Companys operations, enabling them to make well- informed and timely decisions.

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

* Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 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 Companys 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 arms length, in the ordinary course of business, and in compliance with the applicable provisions of the Act, the Listing Regulations, and the Companys Policy on Related Party Transactions.

The Company did not enter into any material related party transactions as 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 Companys 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 longterm 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 Companys 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 Companys website at www.kiriindustries.com, and are also provided in the Corporate Governance Report, which forms part of this Annual Report.

* Composition of Committees

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

¦ Audit Committee

¦ Nomination and Remuneration Committee

¦ Corporate Social Responsibility (CSR) Committee

¦ Stakeholders Relationship Committee

¦ Risk Management Committee

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

* Corporate Social Responsibility Initiatives

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

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

Although the Company is exempt from the mandatory CSR obligations under Section 135(1) of the Act for the year under review, 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 Companys website at www.kiriindustries.com.

* Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

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

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

* Human Resource Development

Your Company 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 Companys 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 Companys website at www.kiriindustries.com.

* Material Changes

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

* Significant and Material orders passed by the Regulators or Courts

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

* Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

During the financial year under review, the Statutory Auditors, Cost Auditors, and Secretarial Auditors of the Company have not reported any instances of fraud to the Audit Committee or the Board of Directors, as prescribed under Section 143(12) of the Act and the rules made thereunder.

* Other Disclosure

As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy is available on the Companys website 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys growth and success.

For and on behalf of the Board of Directors of
	Kiri Industries Limited
	Manish Kiri
Place: Ahmedabad C	hairman & Managing Director
Date: August 12, 2026	DIN: 00198284