Your Board of Directors are pleased to present the 27^th Annual Report together with Audited Financial Statements of the Company for
the Financial Year ended on March 31,2025.

? STANDALONE PERFORMANCE

? HIGHLIGHTS OF STANDALONE OPERATIONS

Despite a global slowdown in the chemical industry, the company achieved a 4% year-on-year increase in revenue from operations
in FY 2024-25 compared to FY 2023-24. This growth was primarily driven by higher sales volumes, which reflected steady market
demand and improved operational throughput, while average selling prices remained largely stable across product categories.

The increase in sales volume can be attributed to several strategic factors such as higher capacity utilization in specialty dye
intermediates, enabling the company to effectively meet growing demand, addition of new customers, leading to a broader
market reach and diversified sales channels, gradual recovery in the chemical industry, which contributed to marginal sectoral
growth and a more favorable business environment. These developments collectively resulted in a significant boost to sales
volumes and overall revenue generation.

As a result, the Company achieved a significant financial turnaround, with standalone EBITDA turning positive at ' 6,155.67 Lakh-
an impressive recovery from an EBITDA loss of ' 2,673.41 Lakh in FY 2023-24. The EBITDA margin improved by 1208 basis points
to 8%, underscoring enhanced operating leverage and improved efficiency across operations.

The company reported a Profit Before Tax of ' 55.52 Lakh, a sharp reversal from the loss of ' 9,343.20 Lakh in the previous fiscal
year. Profit After Tax stood at ' 384.37 Lakh, reflecting a remarkable year-on-year improvement.

This strong recovery highlights the company's strategic focus on financial discipline, operational excellence, and long-term value
creation, positioning it well for sustainable growth in the years ahead.

? CONSOLIDATED PERFORMANCE

? HIGHLIGHTS OF CONSOLIDATED OPERATIONS

During the year under review, the Company reported a consolidated operational revenue of ' 74,002.61 Lakh, marking an
increase from ' 70,864.09 Lakh in FY 2023-24.

The Company achieved a significant turnaround in profitability, recording a Consolidated EBITDA of ' 6,094.53 Lakh, compared
to a negative EBITDA of ' 2,286.73 Lakh in the previous financial year.

Further, the Consolidated Profit After Tax (PAT) increased to ' 26,473.60 Lakh in FY 2024-25, up from ' 16,622.93 Lakh in
FY 2023-24. The earnings include Kiri's share of profit in DyStar Global Holdings (Singapore) Pte. Ltd. and Lonsen Kiri Chemical
Industries Limited.

During the period, the Company adopted the equity method of consolidation in accordance with Ind AS 28, 110, and 111,
replacing the earlier proportionate consolidation method. Consequently, the consolidated financial statements for the previous
year have been restated to reflect this change.

? DIVIDEND

With a view to conserve resources for future operations and growth, the Board of Directors has not recommended any dividend
on Equity Shares for the year under review.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has formulated a Dividend Distribution Policy, which is available on the Company's website at
www.kiriindustries.com.

? TRANSFER TO RESERVES

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

? INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

I n accordance with the provisions of Section 129(3) and
Schedule III of the Act, and applicable Indian Accounting
Standards ("Ind AS"), the Company has prepared the
Consolidated Financial Statements of the Company along
with its Subsidiaries, Associate Companies, and Joint
Venture, which form an integral part of this Annual Report.
Except where specifically stated otherwise, the accounting
policies have been applied consistently across all reporting
entities. The Board of Directors has periodically reviewed
the affairs of the Company's subsidiaries during the financial
year.

As on March 31,2025, the Company has a total of 8 (eight)
Subsidiaries, 3 (three) Associate Companies, and 1 (one)
Joint Venture Company. Furthermore, two subsidiaries have
ceased operations and therefore have not been considered
for consolidation. Equinaire Holdings Limited became a
wholly owned subsidiary of the Company with effect from
March 27, 2025.

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 as "Annexure A" to this Report.
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.

I n accordance with Section 136(1) of the Act, the audited
standalone and consolidated financial statements, along
with other relevant documents and the audited financial
statements of subsidiary companies, are available on the
Company's website at www.kiriindustries.com.

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

* DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, 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:

Mr. Keyoor Bakshi (DIN: 00133588) and Mr. Mukesh Desai
(DIN: 00089598) completed their second and final term
as Independent Directors and consequently ceased to be
Directors of the Company with effect from September 26,
2024.

Upon the recommendation of the Nomination and
Remuneration Committee, the Board appointed
Mr. Nanubhai Kathiria (DIN: 00319037) and Mr. Ashokkumar
Rajpara (DIN: 01987200) as Additional Directors in the
capacity of Independent Directors of the Company, effective
from August 29, 2024.

Pursuant to Regulation 17(1C) of the Listing Regulations and
provisions of the Act, the appointments of Mr. Nanubhai
Kathiria and Mr. Ashokkumar Rajpara were duly approved
by the shareholders through resolutions passed at the
26^th Annual General Meeting (AGM) held on September 27,
2024.

Director Retiring by Rotation:

I n accordance with the provisions of Section 152(6) of the
Act, Mr. Yagnesh Mankad (DIN: 03204060), Whole-Time
Director, is liable to retire by rotation at the ensuing AGM
and being eligible, has offered himself for re-appointment.
The Company has received the requisite notice under
Section 160 of the Act from a member proposing the
candidature of Mr. Yagnesh Mankad. The resolution for his
re-appointment, along with a brief profile, forms part of the
Notice of the 27th AGM.

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.

t AUDITORS

Statutory Auditors:

M/s. Pramodkumar Dad & Associates, Chartered
Accountants, were re-appointed as the Statutory Auditors

of the Company at the 24^th Annual General Meeting held on
September 29, 2022, for a second term of five years.

The Statutory Auditor's Report on the standalone and
consolidated financial statements of the Company for the
financial year ended March 31, 2025, 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 12, 2024, for the financial year
2024-25.

The Company has maintained cost records as prescribed
under Section 148 of the Act and applicable rules. The Cost
Audit Report for FY 2024-25, as issued by the Cost Auditors,
does not contain any qualification, reservation, adverse
remark, or disclaimer.

Secretarial Auditors:

I n 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, M/s. Kashyap R. Mehta & Associates,
Practicing Company Secretaries, were appointed as
Secretarial Auditors of the Company by the Board at its
meeting held on August 12, 2024, for the financial year
2024-25.

The Secretarial Audit Report, in the prescribed Form
MR-3, is attached as "Annexure B" to this Report. The Report
for the year ended March 31, 2025, 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 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 2024-25. A declaration to this effect has been received
from the Chairman & Managing Director, confirming such
compliance.

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

* MEETINGS OF THE BOARD, COMMITTEES &
COMPLIANCE TO THE SECRETARIAL STANDARDS

During the year under review, 7 (Seven) meetings of the
Board of Directors were held on May 30, 2024, July 06,
2024, August 12, 2024, August 29, 2024, October 15, 2024,
November 13, 2024 and February 13, 2025.

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 13, 2025.

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 2025-26 within the prescribed timelines.

? CHANGES IN CAPITAL STRUCTURE

During the year under review, the Company allotted
13,333,789 Warrants, convertible into Equity Shares, to the
Promoter and members of the Promoter Group by way of a
preferential issue at a price of ' 369 per warrant ("Warrants
Issue Price"), aggregating to ' 492.02 crore. At the time of
allotment, the Company received an upfront payment of
' 188 per warrant, representing 50.9485% of the Warrants
Issue Price, amounting to ' 250.67 crore.

During the financial year 2024-25, a total of 3,794,751
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 ' 68.68 crore. As of
March 31, 2025, 9,539,038 warrants remain outstanding
and are pending conversion. Upon full conversion, the
Promoters and Promoter Group's shareholding is expected
to increase from 31.72% to 41.72%

Except for the above, there was no other change in the
capital structure of the Company during the year.

? BOARD EVALUATION

The Nomination and Remuneration Committee, along with
the Board, has established a structured process and defined
criteria for the annual performance evaluation of the Board,
its Committees, and individual Directors, in line with the
provisions of the Act and the Listing Regulations.

During the year, the Board conducted a formal evaluation
of its own performance, that of its Committees, and of each
individual Director. The evaluation process encompassed
various parameters including the structure and composition
of the Board, frequency and effectiveness of meetings,
participation in long-term strategic planning, oversight of
corporate governance practices, and fulfilment of fiduciary
duties by the Directors, including active involvement in
Board and Committee deliberations.

The performance of the Board as a collective body, its
Committees, and individual Directors was reviewed,
incorporating feedback from the Nomination and
Remuneration Committee and Independent Directors. This
also included the evaluation of the performance of the
Chairman and Non-Independent Directors of the Company.

? REMUNERATION OF DIRECTORS AND EMPLOYEES

A statement pursuant to Section 197 of the Act read with
Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed to this
Report as "Annexure C."

Further, the statement containing particulars of employees
as required under Section 197(12) of the Act, read with Rules

5(2) and 5(3) of the said Rules, also forms part of this Report.
However, in accordance with the provisions of Section 136
of the Act, the Annual Report being sent to the Members of
the Company excludes the said statement.

The aforesaid information is available for inspection at the
Registered Office of the Company during business hours.
Members interested in obtaining a copy of the same may
write to the Company Secretary.

? POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION

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

? FAMILIARISATION PROGRAMME FOR DIRECTORS

In compliance with the requirements of the Listing
Regulations, the Company has implemented a
Familiarization Programme for its Independent Directors.
This programme is designed to acquaint them with their
roles, rights, responsibilities, the working of the Company,
the nature of the industry in which it operates, and the
overall business model.

The Company believes that a well-informed and familiarized
Board significantly enhances its ability to discharge fiduciary
responsibilities effectively and contribute meaningfully to
the Company's governance and strategic direction, thereby
fulfilling stakeholders' expectations and societal obligations.
As part of the programme, Directors are regularly updated
on key developments in the domestic and global industry
landscape relevant to the Company's operations, enabling
them to make well-informed and timely decisions.

Details of the Familiarization Programme are available on
the Company's website at www.kiriindustries.com.

? DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year
ended March 31, 2025, 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 31,2025 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 in place an Internal Control System
commensurate with the size, scale, and complexity of its
operations. To ensure robust oversight, the Company has
appointed an independent external audit firm to conduct
the internal audit function.

The Internal Auditor evaluates the adequacy and
effectiveness of the internal control systems and ensures
compliance with the Company's standard operating
procedures and policies. Based on the internal audit
reports, the Accounts Department undertakes necessary
corrective actions in the respective functional areas, thereby
continuously strengthening the internal control framework.
Significant audit observations and corrective measures
taken are reviewed by the Audit Committee on a quarterly
basis to ensure effective governance and risk mitigation.
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, 2025.

? 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 2024-25, all related party
transactions entered into by the Company were at
arm's length, in the ordinary course of business, and in
compliance with the applicable provisions of the Act, the
Listing Regulations, and the Company's Policy on Related
Party Transactions.

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

However, during the year, certain material related party
transactions, in accordance with Regulation 23 of the Listing
Regulations, were duly approved by the shareholders at
the Extra-Ordinary General Meeting held on July 31, 2024.
Further, in compliance with Regulation 23 of the Listing
Regulations, the Company submits details of related party
transactions to the stock exchanges on a half-yearly basis.

The Company confirms that none of the related party
transactions entered into during the year were prejudicial
to the interests of minority shareholders or conflicted with
the interest of the Company. The Policy on Related Party
Transactions is available on the Company's website and can
be accessed 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 in "Annexure D" to this Report.

? RISK MANAGEMENT

The Company has established a comprehensive Risk
Management Framework to identify, assess, monitor, and
mitigate various risks associated with its business operations.
This framework also supports the Company in strategically
embracing certain calculated risks to remain competitive
and drive growth, while effectively mitigating others to
ensure long-term sustainability and stable performance.

In compliance with regulatory requirements, the Company
has constituted a Risk Management Committee. Details
regarding the Committee, including the meetings held

during the financial year 2024-25 and its terms of reference,
are provided in the Corporate Governance Report, which
forms part of this Annual Report. The Company's Risk
Management Policy is available on its website and can be
accessed at www.kiriindustries.com.

? VIGIL MECHANISM (WHISTLE BLOWER POLICY)

Pursuant to the provisions of Section 177 of the Act and
Regulation 22 of the Listing Regulations, the Company has
established a Vigil Mechanism, named the Whistle Blower
Policy, to provide a secure and confidential platform for
employees, directors, and stakeholders to report genuine
concerns related to unethical behavior, actual or suspected
fraud, and mismanagement.

The mechanism ensures adequate safeguards against
victimization of individuals who avail of this facility and also
provides for direct access to the Chairperson of the Audit
Committee in appropriate or exceptional cases. Details of
the Whistle Blower Policy are available on the Company's
website at www.kiriindustries.com, and are also provided in
the Corporate Governance Report, which forms part of this
Annual Report.

? COMPOSITION OF COMMITTEES

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

• 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—since it does not meet the financial
thresholds prescribed therein—it has, in the spirit of
responsible corporate citizenship and good governance,
voluntarily undertaken CSR initiatives for the betterment
of society and the environment. A brief outline of the CSR
Policy and the CSR activities carried out during the year, as
per the prescribed format under the Companies (Corporate
Social Responsibility Policy) Rules, 2014, is annexed to this
Report as "Annexure E." The CSR Policy is also available on
the Company's website at www.kiriindustries.com.

? NOMINATION AND REMUNERATION POLICY FOR
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
OTHER EMPLOYEES

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

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

? HUMAN RESOURCE DEVELOPMENT

Your Company firmly believes that Human Resources
are a critical enabler in achieving its long-term corporate
objectives. Employees are regarded as one of the most
valuable assets, playing a pivotal role in driving operational
excellence and sustainable growth. In alignment with this
belief, the Company continues to invest in attracting top
talent, including professionals from other industries, while
also focusing on developing and retaining existing talent.
This approach ensures a robust and sustainable talent
pipeline within the organization.

The Company is committed to providing a safe, inclusive,
and engaging work environment, fostering a culture of
performance, accountability, and mutual respect. Employees
are offered opportunities for learning and development,

enabling them to enhance their skills and take on greater
responsibilities in alignment with the Company's growth
trajectory.

* 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 31,2025 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, 2025, is available on the
Company's website at www.kiriindustries.com.

* MATERIAL CHANGES

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

* SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

* DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

During the financial year under review, the Statutory
Auditors, Cost Auditors, and Secretarial Auditors of the

Company have not reported any instances of fraud to the
Audit Committee or the Board of Directors, as prescribed
under Section 143(12) of the Act and the rules made
thereunder.

* OTHER DISCLOSURE

As per Regulation 43A of the Listing Regulations, the
Dividend Distribution Policy is available on the Company's
website 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 Company's website 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

Following the failure of Senda International Capital Limited
("Senda") to complete the buyout of Company's stake in
DyStar, the Company filed an alternate relief application
on July 23, 2023, before the Singapore International
Commercial Court ("SICC"), seeking enforcement of the
Valuation Judgment. The matter was heard by the SICC on
January 24 and 25, 2024.

On February 23, 2024, the SICC issued an interim order
directing the en bloc sale of the entire shareholding in
DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar")
held by the Company and Senda. The Court appointed
Mr. Matthew Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan
Wei Cheong of Deloitte & Touche LLP as joint and several
Receivers to manage the sale process.

Subsequently, on May 20, 2024, the SICC issued its final order
and grounds of decision, including the following directives:

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

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

3. The sale proceeds, after deducting receiver
remuneration and expenses, shall be distributed as
follows:

• The Company shall receive US$ 603.8 Mn in
priority;

• Any remaining balance shall be paid to Senda.

4. Claims for interest on the buyout amount and for
advance payment from DyStar were denied.

Both parties filed appeals—the Company against the denial
of interest and Senda against the priority payment award.

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

• Dismissed Senda's appeal and upheld the priority
payment of US$ 603.8 Mn to the Company.

• Allowed the Company's appeal and awarded interest at
5.33% p.a. on US$ 603.8 Mn, accruing from September
3, 2023, until the date of payment.

Earlier, in a judgment dated August 29, 2024, the SICC
awarded:

• S$360,050, plus disbursements of S$17,053.81 and
US$ 6,415.18, payable by Senda to the Company; and

• S$125,705, plus disbursements of S$8,126.91 and
US$ 1,223.57, payable by the Company to DyStar.

Pursuant to the SICC's orders, on May 29, 2025, the
Receivers and the Company entered into a Share Purchase
Agreement ("SPA") with Zhejiang Longsheng Group Co.,
Ltd. ("the Purchaser") for the sale of 2,623,354 equity shares
representing 37.57% of DyStar's paid-up capital held by the
Company. Under the SPA:

• The base consideration is US$ 676,260,000.

• An additional consideration of US$ 20,287,800
is payable to address any shortfall or to fulfil the
Purchaser's obligations under the SPA.

• The total consideration is subject to further
adjustments as per the terms of the agreement.

The transaction is subject to customary closing conditions
and necessary regulatory approvals. The long-stop date for
fulfilment or waiver of the final condition under the SPA
is October 2, 2025, extendable up to November 3, 2025,
or as mutually agreed in writing by the Receivers and the
Purchaser.

? ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to sincerely
thank all stakeholders, including shareholders, customers,
legal advisors, suppliers, contractors, employees,
government authorities, local bodies, and the immediate
community, for their continued support, trust, and
cooperation throughout the year.

Their unwavering encouragement and contributions have
been instrumental in the Company's growth and success.

For and on behalf of the Board of Directors

Manish Kiri

Place: Ahmedabad Chairman & Managing Director

Date: August 11,2025 DIN: 00198284