Kiri Industries Ltd

To, The Members

Kiri Industries Limited

Your Board of Directors are pleased to present the 26^th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended on March 31, 2024.

Standalone Performance

(Rsin Lakhs)

Highlights of Standalone Operations

During the year under review, the Company has reported a total income of Rs66,995.09 Lakhs as compared to Rs62,488.10 Lakhs in FY 2022-23, which is increased by 7% as compared to previous financial year primarily due to improved business operations. The increase in sales volume can be credited to several key factors like higher capacity utilization of specialty dyes intermediates which enable company to meet higher demand and boost overall revenue, addition of new customers resulted into diversified market reach and enhanced sales. After outbreak of Covid 19, the chemical industry has shown signs of recovery and marginal growth. Business operations are partially normalized compared to previous years, contributing to a more stable market environment and increasing demand for our products. The combination of increased capacity utilization, expansion of our customer base and a recovering industry landscape resulted into higher sales volume.

The Company has reported negative Earnings before Interest, Tax, Depreciation and Amortisation (‘'EBITDA'') of Rs2,673.41 Lakhs for the FY 2023-24 as against negative EBITDA of Rs8,568.86 Lakhs for the FY 2022-23. The Company was able to restrict EBIDTA deficit mainly on account of better material margins in commodities market.

The Company has reported loss of Rs9,415.34 Lakhs for FY 2023-24 as against loss of Rs13,370.79 Lakhs for FY 2022-23.

Hopefully, the material margins continue to strengthen in next financial year and demand in international market picks up and also industry players are able to sell their products at better prices enabling them to earn profits.

Consolidated Performance

(Rs in Lakhs)

Highlights of Consolidated Operations

During the year under review, the Company has reported consolidated total income of

Rs95,788.36 Lakhs as compared to Rs94,840.14 Lakhs FY 2022-23. The Company has reported negative EBITDA of Rs347.56 Lakhs for the FY 2023-24 as compared to negative EBITDA of Rs3,414.14 Lakhs for the previous financial year and significantly restrict EBIDTA deficit.

The Company has reported Earnings After Tax to

Rs13,302.12 Lakhs in FY 2023-24 from Rs10,664.48 Lakhs in FY 2022-23, which is 24.73% higher. In the consolidated Earnings After Tax, Lonsen Kiri Chemical Industries Limited has contributed to Rs3,661.58 Lakhs.

Dividend

With a view to conserve resources for future operations and growth and due to current year losses, the Directors do not recommend any dividend on Equity Shares for the year under review. In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution

Policy' and the same is available on the Company's website i.e. 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. During the year, there were no funds/shares required to be transferred to IEPF Authority.

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

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

Subsidiaries, Associates, Joint Venture and Consolidated Financial Statements

In accordance with Section 129(3), Schedule III of the Act, and the Indian Accounting Standards ("Ind AS") the Company has prepared Consolidated Financial Statements of the Company and its Subsidiary, Associates and Joint Venture, which forms part of this Annual Report. Except where otherwise stated, the accounting policies are consistently applied. The Board has reviewed the affairs of the Company's subsidiaries during the year at regular intervals. As on March 31, 2024, there are total 7 (Seven) Subsidiaries, 3 (three) Associate Companies and 1 (one) Joint Venture Company. However, two subsidiaries have ceased their operations and therefore have not been considered in the consolidation. Claronex Holdings Pte. Ltd. became wholly owned subsidiary company w.e.f. 14.02.2024. A statement containing salient features of the financial statements of the Subsidiary /Joint Ventures/Associates Companies in Form AOC-1 is attached herewith as "Annexure A" of this report. During the year under review, there were no other Companies which have become or ceased to become subsidiary, associate or joint venture of your Company.

In accordance with Section 136(1) of the Act, the audited financial statements including consolidated financial statements of the Company alongwith all other documents required to be attached thereto and audited accounts of the subsidiary companies, are available on the website of the Company at www.kiriindustries.com.

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

Directors and Key Managerial Personnel

As of March 31, 2024, your Company's Board of Directors ("Board") have six members comprising of three Executive Directors and three Non-Executive Independent Directors including one Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

As required under Regulation 17(1C) of the Listing Regulations, the appointment of Mr. Yagnesh Mankad (DIN: 03204060) and Mr. Girish Tandel (DIN: 08421333) as Whole Time Directors w.e.f. February 11, 2023 and re-appointment of Mr. Manish Kiri as a Chairman and Managing Director w.e.f. April 01, 2023 were approved by the shareholders by passing requisite resolutions through Postal Ballot on May 07, 2023.

As per the provisions of Section 152(6) of the Act, Mr. Girish Tandel (DIN: 08421333), Whole Time Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Company has received requisite notices from the member under Section 160 of the Act, in respect of the Director Mr. Girish Tandel, proposing candidature for the office of Director. The resolution for reappointment of aforementioned Director along with his brief profile forms part of the Notice of the 26^th AGM. Mr. Ulrich Hambrecht, Independent Director resigned as director of the Company w.e.f. May 30, 2023 due to his health issue.

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

• Statutory Auditors

M/s. Pramodkumar Dad & Associates, Chartered Accountants, were re-appointed as Statutory Auditors of the Company at the 24^th AGM held on September 29, 2022 for a second term of 5 years. The Report issued by the statutory auditors on the financial statements along with the notes to the financial statements of the Company for the financial year 2023-24 is forming part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

• Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, M/s. V. H. Savaliya & Associates, Cost Accountants were appointed as Cost Auditors of the Company by the Board of Directors at their meeting held on August 11, 2023 for the financial year 2023-24. Your Company has maintained the cost records as prescribed under Section 148 of the Act and rules made thereunder.

The Cost Audit Report for the financial year 2023-24, issued by the cost auditors does not contain any qualification, reservation, adverse remark or disclaimer.

• Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, as amended, M/s. Kashyap R. Mehta & Associates, Practicing Company Secretaries, were appointed as Secretarial Auditors of the Company by the Board, at their meeting held on August 11, 2023 for the financial year 2023-24. The Secretarial Audit Report in the prescribed form MR-3 is attached herewith as "Annexure B" of this report.

The Secretarial Audit Report for the year ended on March 31, 2024 does not contain any qualifications, reservations or adverse remarks.

Declaration by Independent Directors and statement on compliance of Code of Conduct

During the year under review, all Independent Directors have given their declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. In opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made thereunder and the Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of the Companies by the SEBI/ Ministry of Corporate Affairs or any other statutory authority. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the pro_ciency.

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

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

During the year under review, 4 (Four) Meetings of Board of Directors were held on May 30, 2023, August 11, 2023, November 08, 2023 and February 12, 2024. Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, separate Meeting of the Independent Directors of the Company was held on February 12, 2024.

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

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

Listing Fees

The Equity Shares of your Company are listed and actively traded on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The

Company had paid Annual Listing fees to both the stock exchanges for the financial year 2024-25 within the stipulated time.

Changes in Capital Structure

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

Board Evaluation

The Nomination and Remuneration Committee and the Board have laid down the process and criteria for annual performance evaluation of the Board, its Committees and individual directors. The Board has carried out an evaluation of its own performance, Committees and individual directors in compliance with the provisions of the Act and Listing Regulations. The evaluation process covered aspects such as Board structure and composition, frequency of Board Meetings, participation in the long term strategic planning, contribution to and monitoring of corporate governance practices and the fulfilment of Directors' obligation and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings. The Board has reviewed the performance of the Board as a whole, its Committees and individual directors taking into account feedback of the Nomination and Remuneration Committee and the Independent Directors, which includes the evaluation of the Chairman and Non-Independent Directors of the Company.

Remuneration of Directors and Employees

A Statement pursuant to Section 197 of the Act read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as "Annexure C" of this report. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in accordance with the provisions of the Section 136 of the Act, the Annual Report is being sent to the Members of the Company excluding the aforesaid information. The aforesaid information is available for inspection at the Registered Office of the Company. The Copies of this statement may be obtained by the members by writing to the Company Secretary.

Policy on Directors' Appointment and Remuneration

The Company's policy on directors' appointment and remuneration and other matters as provided in Section 178(3) of the Act has been disclosed in the

Corporate Governance Report, which is a part of this report and is also available on website of the Company i.e. www.kiriindustries.com.

Familiarisation Programme for Directors

In compliance with the requirements of Listing Regulations, the Company has system in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilityasDirectors,theworkingoftheCompany, nature of the industry in which the Company operates, business model etc. The Company believes that a Board, which is adequately informed/familiarised with the Company and its affairs, can contribute significantly towards discharging its fiduciary duty as director of the Company and that fulfils stakeholders' aspirations and societal expectations. In this regard, the Directors of the Company are updated on changes/developments in the domestic/global industry scenario in the sector which affect the business of the Company, to enable them to take well informed and timely decisions. The details of familiarization programmes have been disclosed on the Company's website i.e. www.kiriindustries.com.

Directors Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts for the year ended March 31, 2024 on a ‘going concern' basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Control Systems and their Adequacy

The Company has an Internal Control System, commensurate with the size and nature of its business operations. The Company has appointed an external audit firm for internal audit of the Company. The Internal Auditor reviews the adequacy of internal control system in the Company and its compliance with operating systems and policies & procedures. Based on the report of internal auditor, the account department undertakes corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee on quarterly basis.

The details in respect of internal financial control and their adequacy are also included in the Management Discussion and Analysis Report, which is a part of this report.

Deposits from public

During the year under review, the Company has not accepted any deposits from public within the meaning of Section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.

Details of Loans, Investments and Guarantees

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are provided in the note no. 3, 4, 6, 13 and 47 to the standalone financial statements of the Company for the year ended March 31, 2024.

Related Party Transactions

All related party transactions entered into during FY 2023-24 were on arm's length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee and are in compliance with the applicable provisions of the Act and the Listing Regulations.

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

Since all related party transactions entered into by the Company were in ordinary course of business and were on arms' length basis, Form AOC-2 is not applicable to the Company. The details of the transactions with Related Party are provided in the note no. 44 to standalone financial statements in accordance with the Accounting Standards.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of related party transactions to the stock exchanges on a half-yearly basis. However, there are no material related party transactions entered into by the Company with Related Parties, which may have potential conflict with the interest of the Company or which requires the approval of the members.

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

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

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

Risk Management

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business, which also enables to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results. The Company has constituted a Risk Management Committee and details of the Committee, meetings held during the financial year 2023-24 and its terms of reference are provided in Corporate Governance Report. The Risk Management Policy of the Company is available on the website of the Company i.e. www.kiriindustries.com.

Vigil Mechanism (Whistle Blower Policy)

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

Composition of Committees

With an object to strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee. A detailed note on the said committees are provided in the Corporate Governance Report.

Corporate Social Responsibility Initiatives

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

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

The Company does not fall under the criteria prescribed under Section 135(1) of the Act and hence the Section 135(5) of the Act is not applicable to the Company and the Company is not required to utilize towards CSR for the FY 2023-24. However, the Company, being responsible corporate citizen, undertook activities for betterment of the society and the environment under the umbrella of CSR and good corporate governance practice.

The brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review is attached herewith as "Annexure E" of this report as per the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company i.e. www.kiriindustries.com.

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

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

Human Resource Development

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

Corporate Governance & Management Discussion and Analysis Report

As prescribed under Regulation 34(3) read with ScheduleVoftheListingRegulations,aseparatesection on corporate governance practices implemented by the Company, along with the compliance certificate from the Secretarial Auditors regarding compliance of conditions of corporate governance as stipulated in Listing Regulations is attached herewith as "Annexure F" of this report.

The Management Discussion and Analysis Report on the industry and business operations of the Company, as required under the Listing Regulations is attached herewith as "Annexure G" of this report.

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report for the year ended on March 31, 2024 as stipulated under Regulation 34 of the Listing Regulations is attached herewith as "Annexure H" of this report.

Annual return

As required under Section 92 and 134 of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, Annual Return as on March 31, 2024 is available on the website of the Company 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 financial year to which the financial statements relate and date of this report.

Significant and Material orders passed by the Regulators or Courts

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

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

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

Disclosure

As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy is available on the Company's website i.e. www.kiriindustries.com. The details in respect of compliances with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder is available on the Company's website i.e. www.kiriindustries.com. The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders which prohibits trading in securities of the Company by directors and designated persons while in possession of Unpublished Price Sensitive Information in relation to the Company. The said code is available on the website of the Company i.e. 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

In the matter of DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar"), where the company holds 37.57% equity stake, the Company has been very successful and has won against Senda International Capital Limited ("Senda"), a wholly owned subsidiary of Longsheng Group wherein on March 03, 2023, Singapore International Commercial Court ("SICC") crystallized and decided the final valuation of the Company's stake at US$ 603.8 Million.

The Company has filed an Alternate Relief Application on July 25, 2023 with SICC for enforcement of Valuation Judgement and to recover US$603.8 Million determined by SICC vide its judgement dated March 03, 2023.

On January 24 & 25, 2024, hearing took placed for Alternate Relief Application and enforcement of final valuation amount of US$ 603.8 million of our stake in DyStar as decided by SICC.

On February 23, 2024, SICC has issued an interim order that the respective shareholdings (collectively, the "Shares") in DyStar belonging to Company and Senda are to be sold en bloc within such period as the court may determine. Further, Mr Matthew Stuart Becker, Mr Lim Loo Khoon and Mr Tan Wei Cheong of Deloitte & Touche LLP are appointed as joint and several receivers over the Shares to manage and control the Shares to the extent necessary for the purpose of the en bloc sale.

On May 20, 2024, SICC issued an order and grounds of decision for the enforcement proceedings on the basis of the hearing took placed on January 24 & 25, 2024 and in continuation of the interim order delivered by SICC on February 23, 2024. SICC order that:

1. The en bloc sale of DyStar shall be conducted without a reserve price.

2. The en bloc sale of DyStar shall be completed within the long-stop date i.e. December 31, 2025.

3. Any proceeds of the sale, after deducting the remuneration for the Receivers and the expenses of the sale, shall be distributed in the following manner: a. Kiri shall receive US$603.8 Million in priority; and b. Senda shall receive the balance of the proceeds of sale.

4. Court did not allow interest on buy out price and advance payment from DyStar.

The Company has filed an appeal with Court of Appeal (Singapore Supreme Court) on decision of SICC for not awarding interest on buy out amount. Senda has also filed an appeal against SICC decision to award priority payment of US$603.8 Million to the Company out of en-bloc sale proceeds. The Court of Appeal fixed hearing of Appeal on November 12, 2024.

Acknowledgement

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