Directors Report of Kiri Industries Ltd.

Mar 31, 2025

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

Particulars	FY 2024-25	FY 2023-24
Revenue from operations	65,560.43	63,338.58
Other Income	10,525.19	3,656.51
Total Income	76,085.62	66,995.09
Operational Expenses	69,929.95	69,668.50
Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA)	6,155.67	(2,673.41)
Finance Cost	1,653.90	2,249.68
Depreciation and Amortisation	4,446.25	4,420.11
Profit/(Loss) Before Tax	55.52	(9,343.20)
Tax Expenses	(386.82)	12.03
Profit/(Loss) For the Period	442.34	(9,355.23)
Other Comprehensive Income	(57.97)	(60.11)
Profit/(Loss) and Comprehensive income	384.37	(9,415.34)

? 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

Particulars	FY 2024-25	FY 2023-24
Revenue from operations	74,002.61	70,864.09
Other Income	11,487.39	3,656.52
Total Income	85,490.00	74,520.61
Operational Expenses	79,395.47	76,807.34
Earning Before Finance Cost, Tax, Depreciation and Amortization (EBITDA)	6,094.53	(2286.73)
Finance cost	12,710.26	2,272.12
Depreciation and Amortization	4,452.88	4,559.36
Profit/(Loss) Before Tax and share of net profit	(11,068.61)	(9,118.21)
Share of Profit of Associates	37,316.16	25,753.17
Profit/(Loss) Before Tax	26,247.55	16,634.96
Tax Expense	(226.05)	12.03
Profit/(Loss) For the Period	26,473.60	16,622.93
Other Comprehensive Income	(2,706.62)	(64.31)
Profit/(Loss) and Comprehensive income	23,766.98	16,558.62

? 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:

Financial Year for which dividend declared	Type of Dividend	Dividend Rate (%)	Date of Declaration	Amount of Unpaid/Unclaimed Dividend as on 31.03.2025	Due Date for transfer to IEPF
2018-19	Final	20	27.09.2019	'' 2,82,870/-	27.10.2026
2019-20	Final	5	25.09.2020	'' 90,467/-	25.10.2027

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

---

Mar 31, 2024

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

('' in Lakhs)

Particulars	FY 2023-24	FY 2022-23
Total Income	66,995.09	62,488.10
Operational Expenses	69,668.50	71,056.96
Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA)	(2,673.41)	(8,568.86)
Less:Finance Cost	2,249.68	610.14
Depreciation and Amortisation	4,420.11	4,413.05
Profit/(Loss) Before Tax	(9,343.20)	(13,592.06)
Less: Tax Expenses	(12.03)	171.24
Profit/(Loss) For the Period	(9,355.23)	(13,420.82)
Other Comprehensive Income	(60.11)	50.03
Profit/(Loss) and Comprehensive income	(9,415.34)	(13,370.79)

? Highlights of Standalone Operations

During the year under review, the Company has reported a total income of '' 66,995.09 Lakhs as compared to '' 62,488.10 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 '' 2,673.41 Lakhs for the FY 2023-24 as against negative EBITDA of '' 8,568.86 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 '' 9,415.34 Lakhs for FY 2023-24 as against loss of '' 13,370.79 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

Particulars	FY 2023-24	FY 2022-23
Total Income	95,788.36	94,840.14
Operational Expenses	96,135.92	98,254.28
Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA)	(347.56)	(3,414.14)
Less:Finance Cost	2,282.34	631.02
Depreciation and Amortisation	4,863.99	4,888.19
Share of Profit of Associates	22,091.59	21,161.03
Profit/(Loss) Before Tax	14,597.70	12,227.68
Less: Tax Expense	1,295.58	1,563.19
Profit/(Loss) For the Period	13,302.12	10,664.48
Other Comprehensive Income	(60.11)	50.33
Profit/(Loss) and Comprehensive income	13,242.01	10,714.81

? Highlights of Consolidated Operations

During the year under review, the Company has reported consolidated total income of '' 95,788.36 Lakhs as compared to '' 94,840.14 Lakhs FY 2022-23. The Company has reported negative EBITDA of '' 347.56 Lakhs for the FY 2023-24 as compared to negative EBITDA of '' 3,414.14 Lakhs for the previous financial year and significantly restrict EBIDTA deficit.

The Company has reported Earnings After Tax to '' 13,302.12 Lakhs in FY 2023-24 from '' 10,664.48 Lakhs in FY 2022-23, which is 24.73% higher. In the consolidated Earnings After Tax, Lonsen Kiri Chemical Industries Limited has contributed to '' 3,661.58 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 woul 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 31.03.2024	Due Date for transfer to IEPF
2018-19	Final	20	27.09.2019	'' 2,82,870/-	27.10.2026
2019-20	Final	5	25.09.2020	'' 90,467/-	25.10.2027

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.

? Auditors

• 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 proficiency.

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 affirmed 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 affirmed 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 responsibility as Directors, the working of the Company, 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 Schedule V of the Listing Regulations, a separate section 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.

For and on behalf of the Board of Directors

Manish Kiri

Place: Ahmedabad Chairman & Managing Director

Date: August 29, 2024 DIN: 00198284

---

Mar 31, 2023

DIRECTOR''S REPORT

To,

The Members

KIRI INDUSTRIES LIMITED

Your Board of Directors are pleased to present the 25^th Annual Report together with Audited Financial Statements of the
Company for the Financial Year ended on March 31, 2023.

* Standalone Performance

Particulars	FY 2022-23	FY 2021-22
Total Income	62,488.10	113,866.63
Operational Expenses	71,056.96	110,538.21
Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA)	(8,568.86)	3,328.42
Less: Finance Cost	610.14	461.37
Depreciation and Amortisation	4,413.05	4,362.63
Profit/(Loss) Before Tax	(13,592.06)	(1,495.58)
Less: Current Tax	-	-
Deferred Tax	171.24	563.91
Profit/(Loss) For the Period	(13,420.82)	(931.66)
Other Comprehensive Income	50.03	(28.02)
Profit/(Loss) and Comprehensive income	(13,370.79)	(959.69)

* Highlights of Standalone Operations

During the year under review, the Company has
reported a total income of '' 62,488.10 Lakhs as
compared to '' 1,13,866.63 Lakhs in FY 2021-22, which
is decreased by 45% as compared to previous financial
year. The revenue has decreased mainly due to lower
demand of dyes and dyes intermediates globally.
Export demand was lower during the year on account
of Russia-Ukraine War, high inflation in US and Europe,
high energy cost, etc. which leads to decline in export
for the Company. Margins were impacted mainly due
to increase in raw material prices, power & fuel costs,
freight & transportation costs and substantial legal
costs during the current financial year as compared to
the previous financial year.

The Company has reported negative Earnings before
Interest, Tax, Depreciation and Amortisation ("EBITDA").
The EBITDA stood at negative '' 8,568.86 Lakhs for the FY
2022-23 as against positive EBITDA of '' 3,328.42 Lakhs
for the FY 2021-22 mainly due to reduction in volumes
as well as prices of dyes, dyes intermediates and basic
chemicals on account of subdued demand globally.

The Company has reported loss of '' 13,370.79 Lakhs
for FY 2022-23 as against loss of '' 959.69 Lakhs
for FY 2021-22.

The Management believes that the moderation in
input costs, reduction in the operational and fixed
costs, expected higher capacity utilization through
optimization of product mix and easing of inflation
should enable the Company to reclaim the EBITDA
margins and to deliver volume lead profitable growth
in coming years.

? Consolidated Performance

Particulars	FY 2022-23	FY 2021-22
Total Income	94,840.14	149,889.81
Operational Expenses	98,254.28	137,562.58
Earning Before Finance Cost, Tax, Depreciation and Amortisation (EBITDA)	(3,414.14)	12,327.23
Less: Finance cost Depreciation and Amortisation	631.02 4,888.19	478.20 5,016.54
Share of Profit of Associates	21,161.03	33,585.69
Profit/(Loss) Before Tax	12,227.68	40,418.18
Less: Tax Expenses	1,563.19	1,540.84
Profit/(Loss) For the Period	10,664.48	38,877.34
Other Comprehensive Income	50.33	(33.32)
Profit/(Loss) and Comprehensive income	10,714.81	38,844.02

? Highlights of Consolidated Operations

During the year under review, total income of
the Company has been deceased by 36% from
'' 1,49,889.81 Lakhs to '' 94,840.14 Lakhs. The Company
has reported negative EBITDA of '' 3,414.14 Lakhs for
the FY 2022-23 as compared to positive EBITDA of
'' 12,327.23 Lakhs for the previous financial year.

The Company has reported Earnings After Tax to
'' 10,714.81 Lakhs in FY 2022-23 from '' 38,844.02 Lakhs
in FY 2021-22, which is 72% lower. In the consolidated
Earnings After Tax, Lonsen Kiri Chemical Industries
Limited has contributed to '' 5,002.14 Lakhs.

? Dividend

To conserve the resources for the future development
of the Company and due to current year losses, the
Directors do not recommend any dividend on Equity
Shares for the year under review. The Dividend
Distribution Policy is available on the website of the
Company i.e. www.kiriindustries.com.

? Transfer to Reserves

The Directors have decided not to transfer any amount
to the General Reserve for the year under review.

* 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, which were 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:

Financial Year for which dividend declared	Type of Dividend	Dividend Rate (%)	Date of Declaration	Amount of Unpaid/ Unclaimed Dividend as on 31.03.2023	Due Date for transfer to IEPF
2018-19	Final	20	27.09.2019	'' 2,82,870/-	27.10.2026
2019-20	Final	5	25.09.2020	'' 90,467/-	25.10.2027

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

The Company has prepared Consolidated Financial
Statements in accordance with the Indian Accounting
Standards ("Ind AS") and as per Schedule III to the
Act. 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, 2023, there are total 6 (Six) Subsidiaries,
3 (three) Associate Companies and 1 (one) Joint
Venture Company. However, two subsidiaries namely
SMS Chemicals Co. Ltd. and Synthesis International Ltd.
have ceased their operations and therefore have not
been considered in the Consolidation. In accordance
with Section 129(3) of the Act, the Company has
prepared Consolidated Financial Statements of the
Company and its Subsidiary, Associates and Joint
Venture, which forms part of this Annual Report.
A statement containing salient features of the
financial statements of the subsidiary/Joint Ventures/
Associates companies in Form AOC-1 is provided as
"Annexure A" to this report. During the year under
review, Indo Asia Copper Limited became subsidiary
of the Company and 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, 2023, your Company''s Board of
Directors ("Board") have seven members comprising
of three Executive Directors and four Non-Executive
Independent Directors. The Board has 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.

The Board of Directors report the sad demise of
Mr. Pravinchandra Kiri (DIN : 00198275), founder
Chairman and Whole Time Director of the Company
on June 12, 2022.

As recommended by the Nomination and
Remuneration Committee, the Board of Directors
have appointed Mr. Yagnesh Mankad (DIN: 03204060)
and Mr. Girish Tandel (DIN: 08421333) as Additional
Directors in the capacity of Whole Time Directors of
the Company w.e.f. February 11,2023 and re-appointed
Mr. Manish Kiri, Chairman & Managing Director for a
further period of 3 years w.e.f. April 01, 2023.

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 May 07, 2023.

As per the provision of Section 152(6) of the Act,
Mr. Manish Kiri (DIN: 00198284), Chairman & Managing
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 aforesaid Director, proposing candidature for the
office of Director. The resolution for re-appointment
of aforementioned Director along with his brief profile
forms part of the Notice of the 25^th AGM and the
resolution is recommended for approval of members.

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.

Mr. Ulrich Hambrecht, Independent Director resigned
as director of the Company w.e.f. May 30, 2023 due to
his health issue.

• Auditors

• 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 further period 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 2022-23 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 12,
2022 for the Financial Year 2022-23.

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 2022-23,
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 12, 2022
for financial year 2022-23. The Secretarial Audit Report
in the prescribed form MR-3 is attached herewith
as "Annexure B".

The Secretarial Audit Report for the year ended on
March 31, 2023 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 such 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 proficiency.

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 affirmed 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 affirmed 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 Secretarial Standards

During the year under review, 4 (Four) Meetings of
Board of Directors were held on May 30, 2022, August
12, 2022, November 09, 2022 and February 11, 2023.

Pursuant to the requirements of Schedule IV to the Act
and the Listing Regulations, separate Meetings of the
Independent Directors of the Company were held on
June 13, 2022 and February 11, 2023.

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 2023-24 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 as "Annexure C".

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, the said
statement is not being sent along with this Annual
Report to the members in line with the provisions of
Section 136 of the Act. The same is open 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

The Company believes that a Board, which is
adequately informed/familiarised with the Company
and its affairs can contribute significantly to effectively
discharge 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, 2023, 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, 2023 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, 12 and 43 to the
Standalone Financial Statements of the Company for
the year ended March 31, 2023.

* Related Party Transactions

All related party transactions entered into during
FY 2022-23 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. 40 to standalone audited financial statements
in accordance with the Accounting Standards.

Members at their 24^th AGM have approved the material
related party transactions with Lonsen Kiri Chemical
Industries Limited, a Joint Venture Company in which
Chairman & Managing Director of the Company is also
interested. Other than this, there are no materially
significant related party transactions entered into
by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential
conflict with the interest of the Company or which
requires the approval of the members.

In terms of Regulation 23 of the Listing Regulations, the
Company submits details of related party transactions
on a consolidated basis as per the specified format to
the stock exchanges on a half-yearly basis.

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 annexed to this report
as "Annexure D".

* Risk Management

The Company has a Risk Management framework
in place to identify, assess, monitor and mitigate
various risks to the business. This framework seeks to
minimize adverse impact on the business objectives
and enhance the Company''s competitive advantage.
The framework also defines the risk management

approach across the Company at various levels. Risk
Management Committee reviews the process of
risk management. The details of the Committee and
meetings held during the financial year 2022-23 and
its terms of reference are provided in the Corporate
Governance Report. The Risk Management Policy
of the Company is available on the website of the
Company 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

The Company has 5 (Five) Committees namely
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility
Committee, Stakeholders Relationship Committee
and Risk Management Committee. A detailed note on
the composition of the board and other committees
are provided in the Corporate Governance Report.

* Audit Committee

As required under Section 177(8) of the Act and the
Listing Regulations, the composition of the Audit
Committee is mentioned herein below:

* Corporate Social Responsibility Committee

Pursuant to Section 135 of the Act, the Company has
constituted Corporate Social Responsibility Committee
("CSR Committee") comprising of following members:

Name of Member	Designation
Ms. Veena Padia	Chairperson to the Committee
Mr. Pravin Kiri*	Member
Mr. Manish Kiri	Member
Mr. Mukesh Desai	Member

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 brief outline of the CSR policy and the initiatives
undertaken by the Company on CSR activities during
the year under review are set out in "Annexure E"
of this report as per the format prescribed in the
Companies (Corporate Social Responsibility Policy)
Rules, 2014. For further details regarding the CSR
Committee, please refer to the Corporate Governance
Report. The CSR Policy is available on the website of
the Company i.e. www.kiriindustries.com.

* NominationandRemunerationPolicyfor 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
Schedule V of the Listing Regulations, a separate section

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 are set out in "Annexure F" to
this Annual report.

The Management Discussion and Analysis Report on
the industry and business operations of the Company,
as required under the Listing Regulations are set out in
"Annexure G" of this Report.

* Business Responsibility and Sustainability
Report (BRSR)

Pursuant to Regulation 34 of the Listing Regulations,
top 1,000 listed entities based on market capitalization
shall require to submit Business Responsibility and
Sustainability Report (BRSR). Accordingly, BRSR is
annexed to this report as "Annexure H".

* 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, 2023 is available on the website of the
Company at www.kiriindustries.com.

* 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 at www.kiriindustries.com.

During the year under review, the Company has
complied with Secretarial Standards as applicable
to the Company.

* 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.

* 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 which is increased
by US$122.2 million, 25% higher than the earlier
determined valuation of US$481.6 million after giving
an effect of the decision of the Court of Appeal which
is Supreme Court of Singapore dated July 06, 2022.

Senda has failed to make payment of the legal cost
amount awarded to the Company and failed to comply
within deadlines given which is January 20, 2023. The
company has filed a writ of seizure and sale of Senda
shares held in DyStar to the extent of recovery of legal
costs awarded to Kiri by SICC as well as the Supreme
Court of Singapore. The sheriff office of Singapore
Supreme Court took possession of Senda shares held
in DyStar to the extent of legal cost amount.

The Company has also commenced examination of
judgment debtor proceedings in SICC in relation to
cost orders made in Kiri''s favour. The Company has
applied to examine Mr. Ruan Weixiang, (The Chairman
of Zhejiang Longsheng Group, the Chairman of
DyStar, and former director of Senda), and Ms. Fan Jing
(current director of Senda) for information on Senda''s
assets. The Company is currently taking steps to effect
service of the relevant court documents on Mr. Ruan
Weixiang and Ms. Fan Jing.

Recently on July 25, 2023 the Company has filed an
Alternate Relief Application with SICC for enforcement
of Valuation Judgement and recover US$603.80 million
determined by SICC vide its judgement dated
March 03, 2023, wherein it has applied to SICC for
making Senda and DyStar jointly and severally liable
to complete the buy-out, wherein:

(a) DyStar to complete purchase of 17.57% of the equity of
DyStar from Kiri at US$282.37 million within one month
of the date of Court Order, thereafter Senda and/or
DyStar buy balance 20% of equity of DyStar from Kiri
at US$321.47 million within four months of the date
of Court Order, for which a receiver be appointed by
the Court for limited purpose of executing the share
purchase by DyStar;

(b) In the event Senda and DyStar fail to comply with
the order of the Court, DyStar should be wound
up by Court and pay the buy-out order amount of
US$603.80 million and all interest and legal expenses
in priority to Senda from liquidation of DyStar''s assets;

(c) Senda shall be liable to pay interest on the Final
Purchase Price from April 03, 2023 at 14.85% per
annum (or any alternative interest rate determined by
the SICC until the completion of the purchase of Kiri''s
shareholding in DyStar or until Kiri receives the full
amount of the Final Purchase Price, whichever is later.

(d) Senda be restrained from transferring, charging, or
otherwise dealing with its shares in DyStar until full
payment of the Final Purchase Price, and all interest
and legal costs, to Kiri;

(e) DyStar shall be liable to pay:

(i) Interest at 14.85% per annum (or any alternative
interest rate determined by SICC on the amount
of US$282.37 million, from the date on which the
purchase should be completed in accordance with
point (a) above until the date of completion of the
purchase of 17.57% of Kiri ''s shareholding in DyStar
or until the Kiri receives the purchase price of
US$282.37 million, whichever is later; and

(ii) Interest at 14.85% per annum (or any alternative
interest rate determined by SICC) on the further
amount of US$321.43 million, from the date on which
the purchase should be completed in accordance
with point (a) above until the date of completion
of the purchase of 20% of Kiri''s shareholding in
DyStar or until Kiri receives the purchase price of
US$321.43 million, whichever is later.

? Acknowledgement

The Board takes this opportunity to sincerely
thanks 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.

For and on behalf of the Board of Directors

Manish Kiri

Place: Ahmedabad Chairman & Managing Director

Date: August 11, 2023 DIN: 00198284

---

Mar 31, 2018

Director''s Report

To,

The Members

Kiri Industries Limited

Your Directors have pleasure in presenting their 20^th Annual Report together with Audited Accounts of the Company for the financial year ended on March 31, 2018.

- Standalone Performance:

The highlights of Company''s financial performance, for the year ended March 31, 2018 are as under:

(Rs. In Crore)

Particulars	2017-18	2016-17
Total Revenue	904.59	1035.52
Earning Before Finance Cost, Depreciation and Tax	133.41	129.57
Less: Finance Cost	1.65	8.03
Depreciation	25.05	22.18
Earning before taxation	106.71	99.36
Less: Current Tax	22.77	--
Deferred Tax	4.17	5.14
Add: Other Comprehensive Income	0.69	(0.65)
Add: Adjustment of excess tax provision	(22.77)	--
Earnings After Tax	102.60	94.15

- Highlights of Operations

? Total Revenue:

During the year under review, the revenues of the Company decreased by 13.00%. The Company has reported turnover of Rs. 904.59 Crore for the financial year 2018 as compared to Rs. 1035.52 Crore financial year 2017. The major reason for reduction in the revenues has been due to unavoidable shut down of certain plant(s) for certain modifications for enduring product mix and repairs and maintenance required to manufacture certain other products.

- Earning before Interest, Depreciation and Tax (EBIDTA):

During the year under review, Earning(s) before Interest, Depreciation and Tax has increased by 3% from Rs.129.57 Crore to Rs.133.41 Crore. The increase in EBIDTA is mainly on account of increase in gross margins which have increased by around 6% as compared to previous year.

- Total Expense:

During the financial year 2018, the company has achieved a reduction in total expense of around 15%, a reduction of Rs.138.28 Crore from Rs.936.16 Crore to Rs.797.88 Crore as compared to previous financial year. Finance cost reduced by 80% from Rs.8.03 Crore to Rs.1.65 Crore, on account of reduction of debts of the Company.

- Earnings After Tax:

During the financial year 2018, earning after tax (EAT) has increased by around 9%. Earning after Tax (EAT) is increased to Rs.102.60 Crore as compared to Rs. 94.15 Crore of the previous financial year ended March 31, 2017. Improvement in gross margins by around 6% and reduction in finance cost are the two major factors for increase in EAT of the Company.

- Highlights of Consolidated Performance

The highlights of Company''s consolidated financial performance, for the year ended March 31, 2018 are as under:

(Rs. In Crore)

Particulars	2017-18	2016-17
Total Revenue	1136.76	1200.73
Earning Before Finance Cost, Depreciation and Tax	182.52	161.43
Less: Finance Cost	3.48	9.11
Depreciation	34.07	29.10
Earning Before Taxation	144.97	123.20
Less: Current Tax	37.62	8.36
Deferred Tax	3.45	4.49
Add: Adjustment of excess tax provision	(22.77)	0.84
Earnings After Tax	126.67	109.51
Add: Other Comprehensive Income	0.72	(0.19)
Add: Share of Profit from Associate	231.35	156.11
Earnings After Tax for the year	358.09	265.60

- Highlights of Operations

- Total Revenue:

During the year under review, the total revenue reduced by 5% to Rs.1136.76 Crore from Rs.1200.73 Crore as compared to the previous financial year ended March 31, 2017. The consolidated revenues have decreased mainly on account of reduction in prices of key dyes intermediates and due to unavoidable shut down of certain plant(s) for certain modifications for enduring product mix and repairs and maintenance required to manufacture certain other products.

- Earnings before Interest, Depreciation and Tax (EBIDTA):

During the year under review, improvement in gross margins and control over operational costs as compared to previous year have enhanced Earnings before Interest, Depreciation and Tax by 13% to Rs.182.52 Crore from Rs.161.43 Crore.

- Finance Cost:

During the year under review, the Finance Costs has substantially reduced by around 62% amounting to Rs.3.48 Crore from Rs.9.11 Crore as compared to the previous financial year on account of reduction of high cost debt of the parent company.

- Total Expense:

During the year under review, the consolidated total expenditure has decreased by 8% to Rs.991.79 Crore as compared to Rs.1077.53 Crore of the previous financial year. The reduction in operational costs and finance cost have been provided instrumental in reduction of total consolidated expenditure.

- Earnings After Tax:

During the year under review, the earnings after tax before share of profit from associates & OCI is increased to Rs.126.67 Crore, as compared to Rs.109.51 Crore of previous financial year ended March 31, 2017. Consolidated EAT has been increased substantially by 16% as compared to previous financial year.

- Transfer to Reserves

Appropriations to general reserve for the financial year ended March 31, 2018 as per standalone and consolidated financial statements are as under:

(Rs. In Crore)

Particulars	Standalone	Consolidated
Net profit for the year	102.60	358.09
Balance of Reserve at the beginning of the year	228.89	867.25
Transfer to General Reserve	-	-
Balance of Reserve at the end of the year	416.09	1309.88

- Dividend

Dividend on Cumulative Redeemable Preference Shares:

Your Directors have recommended dividend @ 0.15% on 43,33,500 Cumulative Redeemable Preference Shares (Preference Shares) of Rs.10.00 each for the year ended March 31, 2018. The aggregate amount of the dividend on 43,33,500 Preference Shares is Rs. 78,235/-, including dividend distribution tax amounting to Rs. 13,233/-.

Dividend on Equity Shares:

Your directors are unable to declare any dividend on the equity shares of the Company pursuant to the proviso under section 123(1) of the Companies Act, 2013 as the carried over previous losses are not set off against the profit of the current financial year. Accordingly the profit realized during the current financial year are proposed to be utilized to meet envisaged capital expenditure and repayment of outstanding debts of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

During the year 2017-18, unclaimed dividend for financial year 2009-10 of Rs. 81,266/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

- Subsidiaries and Consolidated Financial Statements

The Company had prepared Consolidated Financial Statements in accordance with the Indian Accounting Standards (Ind AS). The Company has also presented financial statements as per Schedule III to the Companies Act, 2013. Except where otherwise stated, the accounting policies are consistently applied.

The Board reviewed the affairs of the Company''s subsidiaries during the year at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary/Associates and Joint Venture, which form part of this Annual Report. A statement containing salient features of the financial statements of the subsidiary / joint venture / associate companies in Form AOC-1 is provided as Annexure A, which forms part of the Directors Report of the Company.

In accordance with third proviso to Section 136 of the Companies Act, 2013, the Annual Report of your Company, contains inter alia the audited standalone and consolidated financial statements.

- 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 2018-19 within the stipulated time.

- Directors

During the year under review, there is no change in composition of Board of Directors of the Company.

Mr. Pravin Kiri, Whole Time Director of the Company, retires at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A brief profile of Mr. Pravin Kiri as required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed to the Notice of AGM of the Company.

- Declaration of Independent Directors

During the year under review, all the Independent Directors have given their declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Rules made thereunder.

- Board Meetings as well as separate Meeting of Independent Directors:

During the year, the Board met 5 (Five) times on May 25, 2017, August 25, 2017, September 21, 2017, November 27, 2017 and February 13, 2018. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was held on March 30, 2018.

- Statutory Auditors:

M/s. Pramodkumar Dad & Associates, Chartered Accountants were appointed as Statutory Auditors of the Company at the 19^th Annual General Meeting of the Company for a term of 5 (Five) consecutive years and they shall hold the office upto 24^th Annual General Meeting of the Company to be held in year 2022. They have confirmed that they are not disqualified for continuing as Auditors of the Company.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

- Cost Auditors:

The Audit Committee of the Company at their meeting held on May 25, 2017 has recommended to the Board of Directors, for appointment and fixing of remuneration of M/s. V. H. Savaliya & Associates, Cost Accountants, for audit of cost records of the Company for the financial year 2017-18. The Board of Directors of the Company at their meeting held on May 25, 2017 has appointed M/s. V. H. Savaliya & Associates as Cost Auditors of the Company.

The Cost Audit Report for the financial year 2017-18, issued by M/s. V. H. Savaliya & Associates, Cost Accountants does not contain any qualification, reservation or adverse remark.

- Secretarial Auditors:

I n compliance of the provision of section 204 of the Companies Act, 2013, other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 and other applicable rules framed there under (subject to modification or re-enactment thereof from time to time), the Board of Directors at their meeting held on August 25, 2017 has appointed M/s Kashyap R. Mehta & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor for conducting Secretarial Audit of the Company for the year 2017-18. The secretarial audit report is attached herewith as "Annexure - B".

Certain remarks in the secretarial audit report do not have material impact on financial performance of the Company. The views of the Management on each such remark are given hereunder:

1. Ownership of an agricultural land intended for industrial purpose will be transferred in the name of the company upon receiving necessary approval for conversion into non agriculture land.

The land is acquired for future expansion of the Company. Since a Company cannot hold agriculture land, it is initially acquired in the name of Chairman of the Company, and the same would be transferred in the name of the Company after its conversion into non-agricultural land.

2. During the year under review, the Company has received a show cause notice from Securities and Exchange Board of India ("SEBI") dated August 04,

2017 regarding delayed disclosure to BSE and nondisclosure to NSE under Regulation 13(6) of SEBI (Prohibition of Insider Trading) Regulations, 1992 in respect of acquisition of 19,48,968 shares by Ms. Anupama M. Kiri, Promoter on 19th December, 2014. Based on our analysis of documents provided by the Company for audit, we observe that while the Company had made disclosure to both the exchanges, there was a delay of one (1) day in respect of making such a disclosure. The Company made a settlement application dated December 18, 2017 to SEBI and a subsequent offer dated May 30, 2018 proposing to pay Rs. 2,88,682 towards settlement terms and offered to undertake to comply with direction(s) which may be issued by SEBI. The matter is under consideration at the relevant forum at SEBI.

There was delay of 1 day in disclosure under Regulation 13(6) of SEBI (Prohibition of Insider Trading) Regulations, 1992 in respect of acquisition of 19,48,968 shares by Ms. Anupama M. Kiri, Promoter on 19th December, 2014, to buy mental piece, the company do not want to fight with regulators hence filed settlement application with SEBI and the matter wants to settle by payment of Rs. 2,88,682 towards consent fees.

3. The Company has filed all due ECB-2 returns for the financial year under review in respect of FCCB with some delays for certain months. Revision of drawdown dates for FCCB has been intimated directly in the relevant ECB-2 returns.

There was some delay in filing of ECB-2 returns for reporting under Foreign Exchange Management Act 1999 and ECB guideline with respect to reporting of Foreign Currency Convertible Bonds ("FCCBs") which do not have material impact on financial performance of the Company.

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

During the year under review, 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 Companies Act, 2013 and rules made thereunder.

- Vigil Mechanism process:

As per the provisions of Section 177 of the Companies Act, 2013 ("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 are available on the website of the Company at www.kiriindustries.com.

- Related Party Transactions:

During the year under review, all the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which requires the approval of the shareholders. Therefore, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. The details of the transactions with Related Party are provided in the Company''s audited financial statements in accordance with the Accounting Standards.

All Related Party Transactions are placed before the Audit Committee and the Board in every quarter. Omnibus approval is obtained for the transactions which are forecasted and are repetitive in nature. An abridged policy on related party transactions is available on the website of the Company i.e. www.kiriindustries.com.

- Material Subsidiaries Policy:

Your Company has also implemented Material Subsidiary Policy as per the requirements under regulation 16 of the Listing Regulations for determining the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. The said policy available on the website of the Company i.e. www.kiriindustries.com.

- Code of Conduct for Directors and Senior Managerial Persons:

In terms of provisions of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company have laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company. The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The Managing Director of the Company has given a declaration to the Company that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The said Code of Conduct has been available on the website of the Company at www.kiriindustries.com

- Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, approved by the Board of Directors, inter alia, prohibits trading in securities of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company. The said code is available on the website of the Company at www.kiriindustries.com.

- Prevention of Sexual Harassment at Workplaces:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The said policy is available on the website of the Company at www.kiriindustries.com. The Company has an Internal Complaint Committees in compliance with the above mentioned Act and Rules. During the financial year 2017-18, no complaint in this regard was received by the Company.

- Public Deposits:

During the year under review, the Company has not accepted any deposits from public within the meaning of provisions of Section 73 of the Companies Act, 2013 and other applicable provisions of the Act, the Companies (Acceptance of Deposits by Companies) Rules, 2014 and other applicable rules framed there under (subject to modification or re-enactment thereof from time to time).

- Changes In Capital Structure:

Allotment of Equity Shares:

During the year under review, the Board of Directors of the Company at their meeting held on November 27, 2017 has allotted 24,00,000 Equity Shares upon conversion of warrants issued on preferential basis to Equinaire Chemtech LLP, Promoter Group of Company. Therefore, issued and paid up equity share capital has been increased from Rs.27.84 Crore to Rs.30.24 Crore.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

- Employee Stock Option Scheme

In order to motivate, incentivize and reward employees, your Company has instituted employee stock options plan. The Board of Directors and Nomination and Remuneration Committee administers this plan. The stock option plan is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("Employee Benefits Regulations") and there have been no material changes to this plan during the financial year. Disclosures on ESOP plan, details of options granted, shares transferred to employee through Kiri Employee Stock Option Trust ("ESOP Trust") upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the Company''s website at www.kiriindustries.com.

No employee was issued stock option during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant. Kiri Employee Stock Option Trust is an ESOP Trust set up by your Company pursuant to approval by the shareholders at their Annual General Meeting held on 26th September, 2014, the ESOP Trust is authorized to transfer shares from the Trust account to employees on exercise of vested options.

The Company has received a certificate from the statutory auditors of the Company that the scheme has been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders. The certificate would be placed at the ensuing AGM for inspection by the members.

- Directors Responsibility Statement:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, 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, 2018, 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, 2018 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.

- Composition of Committees:

Currently, the board has Five Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

- Audit Committee

As required under section 177 (8) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the composition of the Audit Committee is mentioned herein below:

During the year all the recommendations made by the Audit Committee were accepted by the Board. A

Name of Members	Designation
Mr. Keyoor Bakshi	Chairman to the Committee
Mr. Manish Kiri	Member
Mr. Mukesh Desai	Member
Mrs. Veena Padia	Member

Name of Members	Designation
Mrs. Veena Padia	Chairman to the Committee
Mr. Pravin Kiri	Member
Mr. Manish Kiri	Member
Mr. Mukesh Desai	Member

detailed note on the composition of the board and other committees is provided in the corporate governance report

which is forming part of this annual report.

- Corporate Social Responsibility:

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (CSR Committee) comprising of following members:

Your 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 also environmentally. Your Company has taken up various Corporate Social Responsibility ("CSR") initiatives and enhanced value in the society.

Your 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.

In compliance of Section 135 of the Companies Act, 2013, the Company shall in every financial year utilize at least 2% of average net profit of last three years towards CSR activities. The Annual Report on CSR containing particulars as specified under Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is set out in Annexure C of this report. For other details regarding the CSR Committee, please refer to the corporate governance report.

The CSR policy is available on the website of the Company i.e. www.kiriindutries.com.

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

As prescribed under section 178 of the Companies Act, 2013 ("the Act"), your Company has adopted Nomination and Remuneration policy of Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the same is available on the website of the Company i.e. www.kiriindustries.com. The relevant information as per Regulation 19 of the SEBI (LODR), Regulations, 2015 is available in the Corporate Governance report.

- Board Evaluation:

The Nomination and Remuneration Committee and the Board of Directors of the Company had laid down the process and criteria for annual performance evaluation of the Board, its Committees and individual Directors. The Board of Directors have carried out an evaluation of its own performance, its Committees and that of its 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 at its meeting 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 included the evaluation of the Chairman and Non- Independent Directors of the Company.

- Familiarisation Programme for Directors:

The Company believes that a Board, which is adequately informed/familiarised with the Company and its affairs, can contribute significantly to effectively discharge 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 such familiarization programmes have been disclosed on the Company''s website i.e. www.kiriindustries.com.

- Details of Loans, Investments, Guarantees:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements of the Company for the year ended March 31, 2018.

- Extract of annual return:

I n accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed to this report as "Annexure D". The said annual return is also available on 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 term of Section 134(3)(m) of the Companies Act, 2013 together with the Companies (Accounts of Companies) Rules, 2014 is annexed to this report as "Annexure E".

- Risk Management:

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to the business. This framework seeks to minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The framework also defines the risk management approach across the company at various levels. Risk Management Committee reviews the process of risk management. The details of the Committee and its terms of reference are provided in the Corporate Governance Report forming part of the Board''s Report. The Risk Management policy of the Company is available on website of the Company www. kiriindustries.com.

- 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, its compliance with operating systems and laid down policies and procedures. Based on the report of internal auditor the account department undertake 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.

- Particulars of Employees:

A Statement pursuant to section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment & remuneration of Managerial Personnel) Rules, 2014 have been attached hereto as "Annexure F".

- Human Resouce Development:

The Company believes that Human Resources play a vital role in achieving its corporate goal. 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 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 Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices implemented by the Company, along with the Compliance Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulations, 2015 is attached to this Annual report.

The Management Discussion and Analysis Report on the Industry and business operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part 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 the Regulatory/ Statutory

Authorities or the Courts which would impact the going concern status of the Company and its future operations.

- Material Changes:

During the year under review, there has been no material changes and commitments affecting the financial position of the Company.

- Updates on court case in Singapore:

The Company is holding 37.57% stake in DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar"). On certain issues which are detailed below, the Company felt aggrieved and hence, has filed Minority oppression suit in June 2015 in Singapore High Court against Senda International Capital Limited ("Senda" /Majority Shareholder in DyStar), DyStar and nominated directors by Senda on DyStar Board for certain minority oppression acts by Senda and their nominated directors on Board of DyStar. The Company has filed suit because of below mentioned major oppressive acts by Senda:

- Legitimate expectation of Kiri under Share Subscription and Shareholders Agreement ("SSSA") with regard to DyStar be Board Managed Company, Senda alone can not control board of DyStar.

- Related Party Transactions with Longsheng related entities that only benefit to them at expenses of DyStar.

- Payment of Special Incentives of US$ 2 million to Mr. Ruan Weixiang, Chairman of DyStar Board without approval of DyStar Board and without commercial justification.

- Exploitation of DyStar Patent.

- Payment of Fees to Longsheng for alleged service provided by Longsheng without approval of Board of DyStar.

- Denying Kiri for Dividend which is only benefit to Kiri for its investment in DyStar.

- Exclude Kiri''s Directors from Management of DyStar by instructing DyStar Management not to provide information to Kiri.

- Payment of Special Incentive and Bonus to DyStar Management.

- DyStar''s purchases from Kiri has stopped despite Kiri being a preferred supplier under the SSSA.

- Blocked proposed sale of Kiri''s stake in DyStar to the State General Reserve Fund ("SGRF") by Senda.

- The refusal to carry outan IPO for DyStar.

Later on the said suit has been Transfer to Singapore International Commercial Court (SICC) as Suit No 4 of 2017.

DyStar has filed suit no. 3 of 2017 and Senda had raised following issue in their counter claim:

- The Company, Mr. Manish Kiri, Mr. Pravin Kiri have breached their contractual obligation under SSSA with regard to compete with DyStar, Solicit customers of DyStar, disclosure of Confidential Information of DyStar.

- Mr. Manish Kiri and Mr. Amit Mukherjee (Kiri''s Nominated Directors on DyStar Board) have breached their fiduciary duties as Directors of DyStar and their harassing and disruptive conduct is harmful to the DyStar.

- Claim against Kiri for payment of Euro 1.7 Milllions for Process Technology Development fees and SG$ 443,813 for audit costs.

The Singapore International Commercial Court (SICC) has released its judgment on July 3, 2018 in the legal suit filed by the Company and also for the legal suit filed by DyStar for payment of certain outstanding amounts and breaches of agreed non-compete provisions.

The Singapore Court has found Senda committed numerous acts of minority oppression against the Company and has ordered a buy-out of KIL''s 37.57% stake in DyStar. The Court has further ordered that the losses caused to DyStar by Senda''s oppressive acts be written back into DyStar''s value determining fair value of the Company''s share.

A significant proportion of DyStar''s claims in its legal suit for amounts outstanding and non-compete provisions and Senda''s counterclaims in legal suit filed by the Company, were dismissed. The Court only awarded judgment for DyStar against the Company in respect of the sums of EUR 1.7 million and S$443,813 (comprising monies due and owing in respect of Process Technology

Development fees and audit costs, respectively), and damages to be assessed for a breach of non-complete clause in the Share Subscription and Shareholders Agreement ("SSSA") executed by the Parties. The court has dismissed all the claims and counterclaims against Mr. Pravin Kiri, Mr. Manish Kiri, Mr. Amitava Mukherjee (the Company''s nominated director on DyStar Board).

The Court has ordered parties to attend a case management conference for the fixing of timelines for further submissions on matters relating to the valuation of Company''s stake in DyStar. The case management conference fixed on August 16, 2018 for the following matters:

- Whether the valuation of Kiri''s shareholding should be undertaken by (A) the court, (B) a valuer appointed by the court or the parties, or (C) some other method and (if so) what method;

- Whether a discount should be factored into the valuation of Kiri''s shareholding given that Kiri is a minority shareholder;

- How (if at all) the court''s rulings allowing part of DyStar''s claims in Suit 3 and Senda''s counterclaims in Suit 4 may affect the valuation of Kiri''s shareholding;

- Any other questions relevant to the valuation of Kiri''s shareholding; and

- The appropriate order for costs.

Further, on August 1, 2018 and August 3, 2018, Senda and DyStar have respectively preferred an appeal before the Court of Appeals, Singapore.

- Acknowledgement:

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

For and on behalf of Board of Directors

Date: August 10, 2018 Pravin Kiri

Place : Ahmedabad Chairman

---

Mar 31, 2017

To,

The Members Kiri Industries Limited

The Directors have pleasure in presenting their 19^th Annual Report together with Audited Accounts of the Company for the financial year ended on March 31, 2017.

- Standalone Performance:

The highlights of Company''s financial performance, for the year ended March 31, 2017 are as under:

(Rs. In Crore)

Particulars	2016-17	2015-16
Total Revenue	966.83	896.65
Earning Before Finance Cost, Depreciation, Tax and Prior period adjustments	129.87	90.44
Less: Finance Cost	8.02	67.15
Depreciation	22.34	20.38
Prior Period adjustments	0.31	0.22
Earning before taxation and extra ordinary items	99.21	2.71
Add: Extra Ordinary Items	(0.1)	4.70
Earning Before Taxation	99.11	7.41
Add: Deferred Tax(asset)/(liability)	(3.88)	1.66
Earnings After Tax	95.23	9.07

- Highlights of Operations

- Total Revenue:

During the year under review, the revenues of the Company increased by 8%. The Company has reported turnover of Rs. 966.83 Crore for the financial year 2017 as compared to Rs. 896.65 Crore for the financial year 2016. The volumes of the company increased during the current fiscal year especially volumes in Dyestuff increased by 25%, Intermediates by 18% and basic chemicals by 7% as compared to FY 2015-16.

- Earning before Finance Cost, Depreciation, Tax and Prior period adjustments:

During the year under review, earning before Finance cost, Depreciation, Tax and prior period adjustment is increased by 44% from Rs. 90.44 Crore to Rs. 129.87 Crore which is mainly on account of reduction in cost of material consumed and administrative expenses as compared to the previous financial year. During the current fiscal year, Exports of the company increased by 56.72 % as compared to previous year.

- Total Expense:

During the year under review, the total expenses of the company reduced by around 3%. Total expenses reduced from Rs. 893.94 Crore to Rs. 867.62 Crore as compared to previous financial year. One of the key factor for reduction of expenses has been the reduction in Finance Cost, since the debt of the company has reduced substantially. The finance cost has been reduced by around 88% from Rs. 67.15 Crore to Rs.8.02 Crore.

- Earnings After Tax:

During the year under review, the Company has triggered a remarkable millstone to achieve historical earning after tax (EAT) of Rs. 95.23 Crore as compared to Rs. 9.07 Crore of the previous financial year ended March 31, 2016. EAT increase 10 times as compared to previous financial year due to the increase in Revenue and sharp reduction in finance cost on account of repayment of outstanding debt during the financial year 2017.

- Highlights of Consolidated Performance

The highlights of Company''s consolidated financial performance, for the year ended March 31, 2017 are as under:

(Rs. In Crore)

Particulars	2016-17	2015-16
Total Revenue	1127.75	1042.75
Earnings Before Finance Cost, Depreciation, Tax and Prior period adjustments	161.77	125.70
Less: Finance Cost	8.82	73.81
Depreciation	29.27	26.86
Prior Period adjustments	0.31	0.22
Earnings before taxation and extra ordinary items	123.37	24.81
Add: Extra Ordinary Items	(0.1)	4.70
Earnings Before Taxation	123.27	29.51
Less: Current Tax	8.37	5.50
Short Provision of Tax for earlier years	-	0.27
Deferred Tax	3.83	(1.93)
Mat Credit Entitlement	0.84	-
Earnings After Tax	110.23	25.67
Add: Share of Profit from Associate	156.12	170.04
Earnings After Tax for the year	266.35	195.71

- Highlights of Operations

- Total Revenue:

During the year under review, the total revenue increased by 8% to Rs. 1127.75 Crore from Rs. 1042.75 Crore as compared to the previous financial year ended March 31, 2016 due to increase in volume of products of the Company and positive continuous support from Dye and basic chemical business and positive contribution from its subsidiary and joint venture Company.

- Earnings before Finance Cost, Depreciation, Tax and Prior period adjustments:

During the year under review, the Earnings before Finance Costs, Depreciation, Tax and prior period adjustments are increased by 29% to Rs. 161.77 Crore from Rs. 125.70 Crore as compared to the previous financial year. The revenue increase on account of increase in volumes of the Company supported by increase in earnings of the Group.

- Total Expense:

During the year under review, the total expenditure marginally decreased to Rs. 1004.39 Crore as compared to Rs. 1017.93 Crore of the previous financial year. The reason for decrease in total expenses is mainly due to sharp reduction in finance cost of the Company.

- Earnings After Tax:

During the year under review, there is significant increase in earnings after tax (EAT) increased to Rs. 110.23 Crore, as compared to Rs. 25.67 Crore of previous financial year ended March 31, 2016. Increase in EAT is mainly on account of increase in total revenue and reduction of finance cost.

- Transfer to Reserves

Appropriations to general reserve for the financial year ended March 31, 2017 as per standalone and consolidated financial statements are as under:

(Rs. In Crore)

Particulars	Standalone	Consolidated
Net profit for the year	95.24	266.35
Balance of Reserve at the beginning of the year	130.23	598.23
Transfer to General Reserve	-	-
Balance of Reserve at the end of the year	241.71	880.82

- Dividend

Implementation of Dividend Distribution Policy:

Pursuant to regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors has approved Dividend Distribution Policy at their meeting held on January 28, 2017. The policy includes various parameters and procedural requirements for declaration of dividend and utilization of retained earnings, etc. The policy is available on the website of the Company i.e. www.kiriindustries.com.

Dividend on Cumulative Redeemable Preference Shares:

Your Directors has recommend dividend @ 0.15% on 43,33,500 Cumulative Redeemable Preference Shares (Preference Shares) of Rs. 10.00 each for the year ended March 31, 2017. The aggregate amount of the dividend on 43,33,500 Preference Shares is Rs. 78,235/-, including dividend distribution tax amounting to Rs. 13,233/-.

Dividend on Equity Shares:

Your directors are unable to declare any dividend on the equity shares of the Company pursuant to the proviso under section 123(1) of the Companies Act, 2013 as the carried over previous losses are not set off against the profit of the current financial year. Accordingly the profit realized during the current financial year are proposed to be utilized to meet envisaged capital expenditure and repayment of outstanding debts of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

During the year 2016-17, unclaimed dividend for financial year 2008-09 of Rs. 7913/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

- Subsidiaries and Consolidated Financial Statements

The Company had prepared Consolidated Financial Statements in accordance with the Generally Accepted Accounting Principles (GAAP). The Company has also presented financial statements as per Schedule III of the Companies Act, 2013. Except where otherwise stated, the accounting policies are consistently applied.

The Board reviewed the affairs of the Company''s subsidiaries during the year at regular intervals. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and its subsidiary/Associates and Joint Venture, which form part of this Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as Annexure A, which forms part of the Directors Report of the Company.

In accordance with third proviso to Section 136 of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements as well as separate audited financial statements of subsidiary/ Associates and Joint Venture Company have also been placed on the website of the Company.

- 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 2017-18 within the stipulated time.

- Directors

During the year under review, there is no change in composition of Board of Directors of the Company.

Mr. Manish Kiri, Managing Director of the Company, retires at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A brief profile of Mr. Manish Kiri as required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed to the Notice of AGM of the Company.

- Declaration of Independent Directors

During the year under review, all the Independent Directors have given their declarations stating that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Rules made there under.

- Board Meetings as well as separate Meeting of Independent Directors:

During the year, the Board met 6 (Six) times on April 08, 2016, May 30, 2016, August 12, 2016, October 04, 2016, November 12, 2016 and January 28, 2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was held on March 30, 2017.

- Statutory Auditors:

The members of the Company at their 16^th Annual General Meeting (AGM) held on September 26, 2014 has re-appointed M/s V. D. Shukla & Co., Chartered Accountants, Statutory auditors of the Company for conducting Audit of the Company to hold office from conclusion of 16^th AGM till the conclusion of 19^th AGM of the Company to be held in the year 2017 (subject to ratification of their appointment and remuneration by the members, at every AGM).

The shareholders of the Company at their 18^th AGM held on September 23, 2016 has ratified his reappointment for the period upto the conclusion of 19^th AGM to be held in the year 2017. Due to expiration of present terms of existing auditors, the Company has required to appoint new statutory auditors in place of the existing Auditors.

Therefore, on recommendation of the Audit Committee, the Board of Directors at their meeting held on August 25, 2017 has appointed M/s. Pramodkumar Dad & Associates (Firm Registration No. 115869W), as Statutory Auditors for conducting statutory audit of books of accounts of the Company for the period of 5 years from conclusion of 19^th AGM, till conclusion of 24^th AGM to be held in year 2022, subject to the approval of shareholders of the company at their 19^th AGM.

M/s Pramodkumar Dad & Associates, Chartered Accountants have given certificate under section 141 of the Companies Act, 2013 and confirmed their eligibility to the effect that their appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified for appointment. The Board recommends their appointment as statutory auditors of the Company.

Notes to the financial statements referred to in the Auditors'' Report issued by M/s. V. D. Shukla & Co, Chartered Accountants are self-explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

- Cost Auditors:

The Audit Committee of the Company at their meeting held on May 25, 2017 has recommended to the Board of Directors, for appointment and fixing of remuneration of M/s. V. H. Savaliya & Associates, Cost Accountants, for audit of cost records of the Company for the financial year 2017-18. The Board of Directors of the Company at their meeting held on May 25, 2017 has appointed M/s. V. H. Savaliya & Associates as Cost Auditors subject to ratification by the members of the Company at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2015-16, issued by M/s. V. H. Savaliya & Associates, Cost Accountants, as prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on 3^rd September, 2016. The Cost Auditors'' Report for the financial year 2015-16 did not contain any qualification, reservation or adverse remark.

- Secretarial Auditors:

In compliance of the provision of section 204 of the Companies Act, 2013, other applicable provisions of the Act, the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 and other applicable rules framed there under (subject to modification or reenactment thereof from time to time), the Board of Directors at their meeting held on August 12, 2016 has appointed M/s Kashyap R. Mehta & Associates, Practicing Company Secretary, Ahmadabad as Secretarial Auditor for conducting Secretarial Audit of the Company for the year 2016-17. The secretarial audit report is attached herewith as “Annexure - B".

Certain remarks in the secretarial audit report do not have material impact on financial performance of the Company. The views of the Management on each such remark are given hereunder:

1. Ownership of an agricultural land intended for industrial purpose will be transferred in the name of the company upon receiving necessary approval for conversion into non agriculture land.

The land is acquired for future expansion of the Company. Since a Company cannot hold agriculture land, it is initially acquired in the name of Chairman of the Company, and the same would be transferred in the name of the Company after its conversion into non- agriculture land.

2. During the year under review, the Company redeemed the outstanding debentures in consonance with its settlement agreement through internal accruals without depositing/ maintaining the requisite amount in eligible instruments as specified under Rule 18(7)(c) of The Companies (Share Capital and Debentures) Rules, 2014.

The Company had executed a settlement agreement with the sole debenture holder for redemption of outstanding principal amount and interest thereon. The company''s cash flow were adequate to meet settlement obligations and the entire outstanding principal amount of non-convertible debentures has been repaid out of internal accruals well before due date of payment. As on March 31, 2017 there are no outstanding debentures on books of the Company.

3. In respect of preferential issue of Equity Warrants during the year under review, the company deposited the funds in its regular current bank account and did not file statement of deviation(s) or variation(s) with the Stock Exchanges as there was no deviation or variation in respect of the proposed utilization of funds and actual utilization of funds.

As per objects of the issue, warrants proceeds were to be used for repayment of debts and capital expenditure. The proposed allotte was ready to pay the entire warrant amount upfront and the company wanted to urgently repay its settled debts. Therefore the application money was received in regular account and since there is no deviation in utilization of funds, equations of submission of statement of deviation did not arise.

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

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 Companies Act, 2013, including rules made there under.

- Governance Through Management process:

- Vigil Mechanism:

Your Company has adopted process for receiving and redressing complaints from employees and Directors, as per the provisions of Section 177 of the Companies Act, 2013 ("the Act") and Regulation 22 of the Listing Regulations.

Your Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, your company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. The vigil mechanism shall provide adequate safeguards against victimization of person(s) who use such mechanism and make provision for direct access to the Chairman of the Audit Committee or in exceptional case to the director nominated by the Audit Committee. As per provisions of Section 177 of the Act, the whistle blower policy (vigil mechanism) is available on the website of the company i.e. www.kiriindustries.com.

- Related Party Transactions:

Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm''s length basis as part of its philosophy of adhering to highest ethical business standards, transparency and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions is available on the website of the Company i.e. www.kiriindustries.com.

All contracts / arrangements / transactions entered by the Company during the financial year 2016-17 with related parties were in the ordinary course of business and on an arm''s length basis. Therefore disclosure in form AOC-2 as per provisions of section 188 of the Companies Act is not required and hence not annexed with this report.

- Website Content Archival Policy

Your Company has also implemented website content archival policy in accordance with Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to deals with the retention and archival of corporate records of the company after completion of five years from the date of disclosure or event, the same is also available on the website of the Company i.e. www.kiriindustries.com.

- Policy on Preservation of Documents:

Your Company has implemented Policy on preservation of documents as per the requirements under regulation 9 of the Listing Regulations. The Board has formulated and approved a policy to ensure that all the statutory documents / records are preserved in compliance with respective laws to ensure that the same are available in good order and to prevent from being altered, damaged or destroyed and also readily available as and when required by the Company. The said policy is available on the website of the Company i.e. www.kiriindustries.com.

- Material Subsidiaries Policy:

Your Company has also implemented Material Subsidiary Policy as per the requirements under regulation 16 of the Listing Regulations for determining the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. The said policy available on the website of the Company i.e. www.kiriindustries.com.

- Code of Conduct :

In terms of provisions of SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has laid down a Code of Conduct for all Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct direct each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be honest in his conduct and observe corporate discipline. The duties of Directors including Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. The said Code of Conduct has been posted on the website of the Company. i.e. www.kiriindustries.com.

The Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code. The Chairman & Managing Director of the Company has given a declaration to the Company that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code.

- Code for Prevention of Insider Trading:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information. It is available on the website of the Company i.e. www.kiriindustries.com.

- Mechanism for Prevention of Sexual Harassment of Women at Workplace under (Prevention, Prohibition and Redressal) Act, 2013:

The Company has implemented policy to provide protection against sexual harassment of women at work place and for the prevention and Redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. The said policy is available on the website of the Company i.e. www.kiriindustries.com.

Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- Public Deposits:

During the year under review, the Company has not accepted any deposits from public within the meaning of provisions of Section 73 of the Companies Act, 2013 and other applicable provisions of the Act, the Companies (Acceptance of Deposits by Companies) Rules, 2014 and other applicable rules framed there under (subject to modification or re-enactment thereof from time to time).

- Changes In Capital Structure:

Allotment of Equity Shares:

During the year under review, the Board of Directors of the Company at their meeting held on April 08, 2016 has allotted 12,94,000 Equity Shares upon conversion of warrants issued on preferential basis to Mrs. Anupama Kiri, Promoter Group of Company. Therefore, issued and paid up equity share capital has been increased from Rs. 26.55 Crore to Rs. 27.84 Crore.

The Board of Directors of the Company at their meeting held on October 4, 2016 have given approval for allotment of

35,00,000 Warrants convertible into Equity Shares at an issue price of Rs. 363 per Warrant includes premium of Rs. 353 per Warrant to M/s Equinaire Chemtech LLP - Promoter Group on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements), Regulations, 2009. The said issue was approved by the members of the Company at its 18^th Annual General Meeting held on September 23, 2016. The Company has also received the in-principle approvals from both Stock Exchanges.

During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares. Redemption of Non Convertible Debentures (NCDs):

During the year under review the Company has redeemed entire outstanding 335 Non-Convertible Debentures ("NCDs") along with interest.

- Employee Stock Option Scheme

Brief Details of Options Granted:

Nomination and Remuneration Committee of the Company, inter alia administers and monitors the Company''s employees'' stock option scheme (ESOP Scheme) in accordance with the applicable SEBI Regulations and has granted total 875,000 options in financial year 2015-16. Further, remaining 1,25,000 options were granted to the eligible employees on April 8, 2016.

During the year ended March 31, 2017 there has been no material change in the Company''s existing ESOP Scheme and the said scheme is in compliance with the applicable SEBI Regulations.

In compliance with the provisions of Companies Act, 2013 as well as SEBI Regulations, necessary disclosure as on March 31, 2017 is mentioned herein below:.

Whether the scheme is in terms of SEBI (SBEB) Regulations, 2014 (if applicable)	The Company has implemented the Kiri ESOP Scheme in year 2014 in accordance with the SEBI (ESOS and ESOP) Guidelines, 1999.
Total number of shares covered by these options	10,00,000 Shares covered under this ESOP Scheme.
Pricing formula	Rs. 35/- per equity share.
Options granted	During the year 1,25,000 options granted to the eligible employees.
Time within which option may be exercised	Options granted to the eligible employees shall be exercised 20% every year.
Options Vested	8,75,000
Options exercised	During the year total 1,75,000 options were exercised by the eligible employees of the Company.

	The total Number of Shares arising as a result of exercised of option	During the year total 1,75,000 options were exercised by the eligible employees of the Company therefore, total 175,000 equity shares transferred by Kiri ESOP Trust to such employees who has exercised their options.
	Options lapsed	Nil
	The exercised Price	Rs. 35/- per equity share.
	Variation of terms of options	No variations made in the terms of the options granted under Kiri Employee Stock Option Scheme - 2014.
	Money realized by exercised of options	Total Rs. 0.61 Crore were realised on account of exercise of options.
	Brief details of significant terms
	Subsequent changes or cancellation or exercise of such options	No Changes is made for cancelation or exercise of such options.
	Diluted earnings per share pursuant to issue of equity shares on exercise of options	Since the Company has already issued equity shares to Kiri ESOP Trust on August 7, 2015,therefore there is no further effect on earnings per share of the company pursuant to exercise of options.
	Total number of options in force	8,25,000
	Employee wise details of options granted
	i) Key Managerial Personnel	Total 10,00,000 options were granted to the eligible employees under Kiri ESOP Scheme.
	ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year	Nil
	(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

The following is the information for Kiri ESOP Scheme upto the date of this report:

Total No of Options Granted		Total No of Options Vested		Total No of Options exercised
No. of Options	Date	No. of Options	Date	No. of Options	Date
8,75,000	April 07, 2015	8,75,000	April 08, 2016	1,75,000	May 12, 2016
1,25,000	April 08, 2016	1,25,000	May 25, 2017	25,000	June 07 and June 08, 2017
-	-	-	-	1,75,000	June 07 and June 08, 2017
Total Options already exercised				3,75,000
Total ESOPs in force				6,25,000

The Company has received a certificate from the statutory auditors that the scheme has been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders. The certificate would be placed at the AGM for inspection by the members.

The disclosures pursuant to regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular (Ref. No: CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 on ESOP disclosures for the financial year 2016-17 is available on website of the Company i.e. www.kiriindustries.com.

- Directors Responsibility Statement:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, 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, 2017, 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, 2017 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.

- Composition of Committees:

Currently, the board has Five Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social

Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee.

As required under section 177 (8) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the composition of the

Audit Committee is mentioned herein below:

Name of Member	Designation
Mr. Keyoor Bakshi	Chairman to the Committee
Mr. Manish Kiri	Member
Mr. Mukesh Desai	Member
Mrs. Veena Padia	Member

A detailed note on the composition of the board and other committees is provided in the corporate governance report, which is forming part of this annual report.

- Corporate Social Responsibility:

Your 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 also environmentally. Your Company has taken up various Corporate Social Responsibility ("CSR") initiatives and enhanced value in the society.

In compliance with the provisions of Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee. Your 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.

In compliance of Section 135 of the Companies Act, 2013, the Company in every financial year at least 2% of average net profit of last three years has been utilized towards CSR activities. Our Company has incurred loss in two financial year i.e. 2013-14, 2014-15 and generated profit in F.Y. 2015-16 and therefore, the net profit calculated by the Company in accordance with Section 198 of the Act is not triggering the criteria for mandatory contribution for CSR. However, the Company has taken up various CSR initiatives for enhancing the value of society. The brief outline for contributions undertaken by the Company on CSR activities during the year are set out in Annexure C of this report. For other details regarding the CSR Committee, please refer to the corporate governance report.

The CSR policy is available on the website of the Company i.e. www.kiriindustries.com.

- Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees

As prescribed under section 178 of the Companies Act, 2013 ("the Act"), your Company has adopted Nomination and Remuneration policy of Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and the same is available on the website of the Company i.e. www.kiriindustries.com. The relevant information as per Regulation 19 of the SEBI (LODR), Regulations, 2015 is available in the Corporate Governance report.

- Manner of Evaluation of Board, Its Committees and Individual Directors:

In line with the corporate governance practice of the Company, annual performance evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Board, Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board.

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in consonance with guidance note on Board Evaluation issued by SEBI recently. The Board evaluation was conducted through structured questionnaire having qualitative parameters and feedback based on ratings evaluation of the Board, based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to executive directors etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization''s strategy, risk and environment, etc. The outcome of the Board evaluation for financial year 2016-17 was took on records by the Nomination and Remuneration Committee on March 30, 2017. The evaluation of the performance of the Board as whole, individual directors (including independent directors and Chairperson) and various Committees of the Board was noted by board at their meeting held on May 25, 2017. The Directors expressed their satisfactions with the evaluation process.

- Familiarization Programme:

The Company has undertaken various steps to make the Independent Directors complete understanding about the Company. The Managing Director or Chairman of the Company gives information about general business of the Company in every board meeting. The details of such familiarization programmes have been disclosed on the Company''s website i.e. www.kiriindustries.com.

- Particulars of Loans given, Investments made, Guarantees given and Securities provided:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in notes to the financial statement of the Company for the year ended March 31, 2017.

- Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed to this report as "Annexure D".

- 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 term of Section 134(3)(m) of the Companies Act, 2013 together with the Companies (Accounts of Companies) Rules, 2014 is annexed to this report as "Annexure E".

- Risk Management:

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management policy of the Company is available on website of the Company www.kiriindustries.com.

- Particulars of Employees:

A Statement pursuant to section 197 read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 have been attached hereto as "Annexure F".

- Corporate Governance & Management Discussion and Analysis Report:

As prescribed under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices implemented by the Company, along with the Compliance Certificate from the Statutory Auditors regarding compliance of conditions of corporate governance as stipulated in SEBI (LODR) Regulations, 2015 is attached to this Annual report.

The Management Discussion and Analysis Report on the Industry and business operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

- Significant and Material orders passed by the Regulators or Courts:

There are no significant and material orders passed by the Regulators/Courts that will impact the going concern status of the Company and its future business operations of the Company.

- Material Changes:

There have been no material changes in nature of business and commitments affecting the financial position of the Company since the close of financial year i.e. March 31, 2017.

- Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Directors declared and confirm that, during the year under review, no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

- Acknowledgement:

Your Directors places on record their appreciation for the continued co-operation and support extended to the Company by its customers, the vendors, the regulators, government agencies, stock exchanges, depositories, registrar and transfer agent, auditors, legal advisors, consultants, business associates and other stakeholders. Your directors also place on record appreciation of the contribution made by the employees at all levels, whose hard work, co-operation and support helped us to face all challenges and deliver results.

For and on behalf of Board of Directors

Date : August 25, 2017 Pravin Kiri

Place : Ahmedabad Chairman

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting 16th Annual Report together with Audited Accounts of the Company for the financial year ended on 31st March, 2014.

* Standalone Performance:

The highlights of Company''s financial performance, f or the year ended 31st March, 2014 are as under: (Rs. in Lacs) Particulars 2013-14 2012-13

Total Revenue 58351.97 52603.47

Profit Before Finance Cost, Depreciation, Tax and Prior period adjustments 6212.09 3475.83

Less : Finance Cost 7726.23 7542.79 Depreciation 3349.64 3197.90 Prior Period adjustments 22.54 20.57

(Loss) before taxation and extra ordinary items (4886.32) (7285.43) Less : Extra Ordinary Items 2876.61 11159.19

(Loss) Before Taxation (7362.93) (18444.62) Less : Provision for Taxation 0.00 0.00 Deferred Tax (24.40) (101.70)

Net Loss After Tax (7738.53) (18342.92) Add : Surplus / (Deficit) Brought Forward (12038.59) 6304.33

(Loss) Available for Appropriation (19777.12) (12038.59)

* Highlights of Operations:

Total Revenue:

During the year under review total turnover of the Company to some extent increased by 10.93% from Rs. 52603.47 Lacs to Rs. 58351.97 Lacs as compared to previous financi al year ended 31st March, 2013, increase in revenue mainly due to support of Dyes Intermediate business of the company.

* Profit before Finance Cost, Depreciation, Tax and Prior period adjustments:

Earning before Finance cost, Depreciation, tax and prior period adjustment increased by 78.72% from Rs. 3475.83 Lacs to Rs. 6212.09 Lacs which is due to increase in price of Dyes Intermediate of the Company.

* Total Expense:

During the year under review, The Total Expense increased by 5.59% amounting to Rs. 63238.29 Lacs as Compared to Rs. 59888.90 Lacs of the previous financial year. The increase in total expenses are due to in crease in Finance Costs, Depreciation, Employee Benefits Expenses, Manufacturing Expenses and increase in selling and distribution expenses as compared to the previous financial year.

* Net Loss:

During the year under review the Company has achieved success to diminish the huge amount of losses occurred in the previous year. In the Current year the Net Loss had reduced by 58.71% to Rs. 7738.53 Lacs as compared to Rs. 18342.92 Lacs of the previous financial year, the net loss reduced mainly on account of reduction of loss from foreign exchange transactions and also due to support of business operations of the Company as compared to the previous financial year.

* Highlights of Consolidated Performance:

(Rs. in Lacs)

Particulars 2013-14 2012-13

Total Revenue 69211.30 55584.09

Profit Before Finance Cost, Depreciation, Tax and Prior period adjustments 7383.32 2506.02

Less : Finance Cost 8022.18 7754.62 Depreciation 3657.28 3476.16 Prior Period adjustments 31.56 20.57

(Loss) before taxation and extra ordinary items (4327.70) (8745.33) Less : Extra Ordinary Items 2876.61 11159.19

(Loss) Before Taxation (7204.31) (19904.52) Less : Provision for Taxation 0.00 23.18 Deferred Tax 63.96 24.99

Net Loss After Tax (7268.27) (19952.70) Add : Share of Profit from Associate 8259.54 0.00

Profit/(Loss) After Tax for the year 991.27 (19952.70)

* Highlights of Operations:

Total Revenue:

During the year under review, the total revenue increased by 24.52% from Rs. 55584.09 Lacs to Rs. 69211.30 Lacs as compared to the previous financial year ended 31st March, 2013 due to increase in prices of products of the Company.

* Profit before Finance Cost, Depreciation, Tax and Prior period adjustments:

During the year under review, the Profit before Finance Costs, Depreciation, Tax and prior period adjustments increased to Rs. 7383.32 Lacs from Rs. 2506.22 Lacs as compared to the previous financial year. I t was mainly due to marginal increase in intermediate price of the Company and effective cost reduction measured taken by the Company.

* Total Expense:

During the year under review, the total Expenditure is increased by 14.32% to Rs. 73539.00 Lacs as Compared from Rs. 64,329.42 Lacs of the previous financial year. The reasons for increase in total expenses are only due to increase in Finance Costs, Depreciation, Employee Benefits Expenses and increase of Manufacturing Expenses as compared to the previous financi al year.

* Net Profit/(Loss) :

During the year under review, the Company had achieved profit of Rs. 991.27 Lacs as compared to the Loss of Rs. 19952.70 Lacs of the previous financial year. I t was mainly due to increase in total revenue and decrease in foreign exchange loss an d positive contribution o f joint venture of the Company.

* Dividend:

In view of losses incurred during the financial year 2013-14, your Directors do not recommend any Dividend for the year under review.

* Subsidiaries and Consolidated Financial Statements:-

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Company has not attached the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company.

The Company had prepared Consolidated Financial Statements in accordance with the Generally Accepted Accounting Principles (GAAP). The same has been attached with the Annual Report of the Company. The summary of financial information of each of the subsidiary companies is also attached herewith and forms part of the Annual Report. The Company will provide the Annual Accounts of its subsidiary companies and the related detailed information on specific request made by any shareholder(s).

* 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 2014- 2015 within the stipulated time.

* Directors:

Appointment of Directors:

Mr. Jayanta Kumar Sinha has been appointed as Nominee Director on behalf of State Bank of India w.e.f. 12th August, 2013.

In compliance with the provisions of Section 149, 152 of the Companies Act, 2013 ("the Act"), other applicable provisions if any of the Act, rules framed thereunder and as per the Circular (Ref No. CIR/CFD/POLICY CELL/2/2014) issued by the Securities And Exchange of Board of India ("SEBI") dated 17th April, 2014 pertaining to amendment in Clause 49 of the Listing Agreement, the Board of Directors of the Company has proposed Mr. Keyoor Bakshi for appointment as Independent Director of the Company with effective from 26th September, 2014 for a period of 5 (Five) consecutive years upto 25th September, 2019 and in compliance of above as well as section 161 of the Act. The Board of Directors has appointed Mr. Mukesh Desai as additional director with effect from 11th August, 2014 and also proposing him for appointment as Independent Dir ector for the period of 5 (five) consecutive years with effective from 26th September, 2014 upto 25th September, 2019.

Re-Appointment of Retiring Directors:

Mr. Pravin Kiri, Chairman of the Company, retires at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A brief profile of Mr. Pravin Kiri as required under Clause 49 of the Listing Agreement is annexed to the Notice.

Withdrawal of Nominee Director:

IFCI Limited had withdrawn their Nominee Director Mr. V. Anish Babu from the Board of the Company w.e.f. 28 th October, 2013.

* Auditors and Audit Report:

M/s. V. D. Shukla & Co., Statutory Auditors (Firm Registration No.: 110240W) of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Company had received a certificate pertaining to their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013, other applicable provisions of the Act and rules framed thereunder from time to time.

* Cost Auditors:

In compliance of the provisions of the Section 148 of the Companies Act, 2013 ("the Act"), other applicable provisions of the Act and rules framed thereunder from time to time, the Board of Directors had appointed M/s. V. H. Savaliya & Associates (Registration No. 100346) as Cost Auditors for audit of Cost records of the Company for the year 2014-15.

* Public Deposits:

The Company has not accepted any public deposits and as such, no amount on account of principal or in terest thereon was outstanding as on the date of the balance sheet.

* Directors'' Responsibility Statement:

In compliance of Section 217(2AA) of the Compani es Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014, all applicable accounting standards have been followed and no material departure have been made from the same;

2. The Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 2013-14 and of the loss of the company for the year under review;

3. The Dir ectors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

* Particulars of Employees:

During the year under review, none of the employee of the Company is drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956.

* Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

Additional information on conservation of energy, technology absorption, foreign exchange earnings & outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of Particulars in the Reports of Board of Directors) Rules, 1988, is given as an annexure to this report.

* Corporate Governance & Management Discussion and Analysis:

The Company has always endeavored to maintain applicable standards of good Corporate Governance as embodied in its vision, mission and corporate values. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this report. The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the said clause is attached to this report.

* Acknowledgement:

Your Directors would like to expr ess their appreciation for the assistance and co-operation received from the government, financial institutions, banks, customers, suppliers, business associates and members during the year under review. Your Directors would also like to place on record, sincere appreciation for the significant contribution made by the employees through their dedication and commitment towards the Company.

For and on behalf of the board of Directors

Place : Ahmedabad Pravin Kiri Date : 11th August, 2014 Chairman

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Mar 31, 2012

To The Members of Kiri Industries Limited

The Directors have pleasure in presenting 14th Annual Report together with Audited Accounts of the Company for the financial year ended on 31st March, 2012.

REVIEW OF STANDALONE PERFORMANCE:

(Rs. In Lacs)

Particulars 2011-12 2010-11

Net Sales and Other income 53704.08 57658.26

Profit Before Finance Cost, Depreciation, Tax and Prior period adjustments 8735.22 11396.37

Less : Finance cost 5238.86 4389.28

Depreciation 3025.62 1861.55

Prior Period Adjustments 21.54 16.25

Profit before taxation and Extra ordinary Items 449.20 5129.29

Less : Extra Ordinary Items 2184.12 1283.88

(Loss)/Profit Before Taxation (1734.92) 3845.41

Less : Provision for Taxation 301.21 770.16

Deferred Tax 322.81 539.88

Add : MAT Credit Entitlement 0.00 (769.65) Net (Loss)/ Profit After Tax (2358.94) 3305.02

Add : Surplus Brought Forward 9463.27 6654.78

Profit Available for Appropriation 7104.33 9959.80

Appropriation:

1. Dividend on Equity Shares and tax thereon 0.00 331.23

2. Transferred to General Reserve 0.00 165.30

3. Debenture Redemption Reserve 800.00 0.00

Balance Carried to Balance Sheet 6304.33 9463.27

During the year under review, the Company has recorded a total income of Rs. 53704.08 Lacs as against Rs. 57658.26 Lacs a decrease of 6.86 the performance was impacted as the worldwide economy went through turmoil. Across the world, on account of economic crisis in various countries, demand has gone sluggish and hence we could see under utilization of our dyes production capacities making the same as loss making units. Pile up of inventories on lack of demand has also added to the wounds of the colours business. Profit before Finance Cost, Depreciation, Tax and Prior period adjustments decreased from Rs. 11396.37 Lacs to Rs. 8735.22 Lacs in the reporting year, a decline by 23.35% as compared to the previous financial year. The sharp depreciation of Rupee as against Dollar in FY 2011-12 had added to the adverse impact of the company's performance and for the first time in the company's history it reported a Net Loss. Out of the total Loss for the year 2011-12 of Rs. 2358.94 Lacs as against a Net Profit of Rs. 3305.02 Lacs in the preceding financial year 2010-11, Rs. 2184.12 Lacs is on account of forex losses.

REVIEW OF CONSOLIDATED PERFORMANCE:

(Rs. In Lacs)

Particulars 2011-12 2010-11

Revenue 410883.51 368182.11

Cost of Sales (306568.00) (273972.70)

Gross Profit 104315.51 94209.41 Expenditure (99165.84) (102878.86)

Other Income 11442.75 7148.10

Profit/(Loss) from Operating activities 16592.42 (1521.35)

Finance Cost (21161.58) (11079.70)

Loss before taxation (4569.16) (12601.05)

Income tax (expenses)/Credit (2299.86) 1360.59

Loss for the year (6869.02) (11240.46)

Other Comprehensive (Loss)/Income (388.31) 2424.78

Total Comprehensive (Loss) (7257.33) (8815.68)

During the financial year under review, the consolidated revenue increased by 11.59% to Rs. 410883.51 Lacs from Rs. 368182.11 Lacs on account of sustained efforts of the Management. The Cost of sales increased by 11.90% as compared to the previous financial year from Rs. 273972.70 Lacs to Rs. 306568.00 Lacs. The gross profit of the Company increased from Rs. 94209.41 Lacs to Rs. 104315.51 Lacs, showing an increase by 10.73% as compared to the previous financial year. The finance cost increased by 91% from Rs. 11079.70 Lacs to Rs. 21161.58 Lacs, mainly on account of increased borrowings. However, the total comprehensive loss for the year has been reduced by 17.68% to Rs. 7257.33 Lacs from Rs. 8815.68 Lacs that of previous financial year.



DIVIDEND:

In view of losses incurred during the financial year 2011-12, your Directors do not recommend any Dividend for the year under review.

NON CONVERTIBLE DEBENTURES:

During the year under review, your Company has issued 400 Secured Redeemable Non Convertible Debentures (NCDs) of Rs. 10.00 Lacs each, aggregating to Rs. 4000.00 Lacs. The NCDs carry coupon rate of 10.75% p. a. and redemption premium of 2% is payable on redemption of NCDs.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As per General Circular No: 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Company has not attached the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. The Company has prepared Consolidated Financial Statements and its subsidiaries in accordance with the International Financial Reporting Standards (IFRS). The same has been attached with the Annual Report of the Company. The summary of financial information of each of the subsidiary companies is attached herewith and forms part of the Annual Report.

The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholder(s). The said annual accounts are open for inspection at the Registered Office of the Company during the business hours on all working days, except Sunday and public holidays.

LISTING:

The Equity Shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid annual listing fees to the both stock exchanges for the year 2012- 2013. The Secured Redeemable Non Convertible Debentures are listed on the Bombay Stock Exchange Limited.

DIRECTORS:

Mr. Shanker R. Patel, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. A brief profile of Mr. Patel as required under clause 49 of the Listing Agreement is given as Annexure to the Notice.

Mr. Yamal A. Vyas had resigned as a Director w.e.f 15th October, 2011 and Mr. Ajay Patel had resigned as a Director w.e.f. 14th August, 2012. The Board of Directors places on record their sincere appreciation for the valuable services rendered by them during their tenure.

The Board of Directors of the Company has, at its meeting held on 13th February, 2012, appointed Mr. V. Anish Babu as a Nominee Director of IFCI Limited.

AUDITORS AND AUDITORS' OBSERVATION IN AUDIT REPORT:

M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and are eligible for re-appointment. They have issued a certificate stating that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

In respect of the auditors observation regarding default in repayment of principal and interest to banks and financial institutions, it is hereby clarified that the said default in payment was temporary in nature due to mismatches in cash flow on account of delay in realization of receivables from the customers and global slowdown in dyes and chemicals industries.

In respect of auditors observation regarding irregularity in payment of statutory dues, it is hereby clarified that the said delay was due to mismatches in cash flow and tight liquidity position of the Company.

COST AUDITORS:

As per notification F. No. 52/26/CAB-2010, dated January 24, 2012, issued by the Ministry of Corporate Affairs, Government of India, the Company is required to appoint a Cost Auditor for audit of the cost accounting records for the financial year 2012-13. Pursuant to the provisions of Section 233B read with Section 224(1B) of Companies Act, 1956, M/s. V. H. Savaliya & Associates had given their consent to act as Cost Auditors of the Company and accordingly, the Board of Directors at their meeting held on May 14, 2012, appointed them as Cost Auditors of the Company for the Financial Year 2012-13.

The Central Government has approved the appointment of cost auditors for conducting Cost Audit for the financial year 2012-13.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits as per the provisions of section 58A of the Companies Act. 1956.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2012, all applicable accounting standards have been followed and no material departure have been made from the same.

2. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 2011-12 and of the loss of the company for the year under review.

3. That the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

EMPLOYEE RELATIONS:

The relations with the employees have been cordial throughout the year. Your Directors place on record their sincere appreciation in respect of the services rendered by the employees of the Company at all levels.

PARTICULARS OF EMPLOYEES:

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, is required to be set out in Directors1 Report. As per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the report is being sent to all the shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earning & outgo as required to be disclosed in term of Section 217(1)(e) of the Companies Act, 1956, read together with the Companies (Disclosures of Particulars in the Reports of Board of Directors) Rules, 1988, is given as an annexure to this report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

A separate report on the Corporate Governance and Management Discussion and Analysis Report, along with the Certificate from the Statutory Auditors of the Company in compliance with clause 49 with the Listing Agreement is annexed herewith and forms part of this Annual Report.

QUALIFYING PERSONS FOR INTER SE TRANSFER OF SHARES:

As per the information provided by the promoters and as required under regulation 10(1)(a) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 persons constituting "qualifying persons" as defined in the said regulations is given as under:

(1) Mr. Pravin Kiri, (2) Mr. Manish Kiri, (3) Mrs. Aruna Kiri, (4) Mrs. Anupama Kiri, (5) Ms. Amisha Kiri, (6) Master Hemil Kiri, (7) Synthesis International Limited, (8) Kiri Infrastructure Private Limited, (9) DyStar Global Holdings (Singapore) Pte. Ltd. (formerly known as Kiri Holding Singapore Private Limited), (10) Kiri International (Mauritius) Private Limited, (11) Lonsen Kiri Chemical Industries Limited, (12) Kiri Investment and Trading Singapore Private Limited, (13) Kiri Peroxide Limited, (14) S.M.S. Chemicals Co. Limited, (15) APK Advisory Services Private Limited, (16) Chemhub Exim Private Limited, (17) Chemhub Tradelink Private Limited.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for the support received from the government, bankers and financial institutions, customers, suppliers, business associates and shareholders and look forward for their continues support in the future. Your Directors would also like to place on record, sincere appreciation for significant contributions made by the employees through their dedication and commitment towards the Company.

For and on behalf of the Board of Directors

Place : Ahmedabad Pravin A. Kiri

Date : 3rd September, 2012 Chairman

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Mar 31, 2011

The Members,

Kiri Industries Limited,

Ahmedabad.

The Directors have pleasure in presenting 13th Annual Report together with Audited Accounts of the Company for the year ended on 31st March, 2011.

REVIEW OF STANDALONE RESULTS: (Rs. In Lacs)

Particulars 2010-11 2009-10

Net Sales and Other income 57658.26 34733.95

Profit Before Interest, Depreciation, Tax & Exceptional Item 11396.38 6654.01

Less :Interest 4389.28 2056.62

Depreciation 1861.55 1172.47

(Add)/Less:Exceptional Item 1283.88 (60.57)

Profit Before Taxation 3861.67 3485.49

Less :Provision for Taxation 770.17 538.29

Deferred Tax 539.88 983.76

Add :MAT Credit Entitlement 769.65 538.29

Profit After Tax 3321.27 2501.73

Less :Prior Period Expenses 16.25 11.55

Net Profit 3305.02 2490.18

Add :Surplus Brought Forward 6654.78 4552.86

Profit Available for Appropriation 9959.80 7043.04

Appropriation:

1. Dividend on equity shares and tax thereon 331.23 263.26

2. Transferred to General Reserve 165.30 125.00

Balance Carried to Balance Sheet 9463.27 6654.78

Your Directors are pleased to report total sales of Rs. 56572.12 Lacs for the year 2010-11 as against Rs. 34084.68 Lacs for the year 2009-10; a stupendous increase of 65.97%; which is on account of penetration to a wider customer base and persistent emphasis on improving product mix and de-bottlenecking its infrastructural limitations which provides better utilization of its Dyes manufacturing unit. The Profit before exceptional items and after tax has increased from Rs. 2441.16 Lacs for the year 2009-10 to Rs. 4605.15 Lacs for the year 2010-11. The Net Profit after tax has increased from Rs. 2490.18 Lacs to Rs. 3305.02 Lacs showing an increase of 32.72% in the current financial year as compared to the preceding financial year of 2009-10.

REVIEW OF CONSOLIDATED RESULTS:

(Rs. In Lacs)

Particulars 2010-11 2009-10

Net Sales and Other Income 386885.56 81074.70

Profit Before Interest , Depreciation, Tax & Exceptional Item 33808.73 7247.40

Less : Interest 9691.18 2716.53

Depreciation 10495.33 2683.00

Less : Exceptional Item 38713.82 6390.65

Profit /(Loss) Before Taxation (25091.60) (4542.78)

Less : Provision for Taxation 2839.70 521.34

Deferred Tax 592.58 1197.65

Add : MAT Credit Entitlement 769.82 575.47

Profit /(Loss) After Tax (27754.06) (5686.30)

Less : Prior Period Expenses 19.51 11.55

Net Profit / (Loss) (27773.57) (5697.85)

Add : Share of Profits from Associates 1.15 —

Add : Share of Profits transferred to Minority Interest — (7.38)

Add : Surplus Brought Forward (1516.59) 4576.90

Profit Available for Appropriation (29289.01) (1128.33)

Appropriation:

1. Dividend on equity shares and tax thereon 331.23 263.26

2. Transferred to General Reserve 165.30 125.00

Balance Carried to Balance Sheet (29785.54) (1516.59)

During the financial year under review, the consolidated sales amounts to Rs. 380667.52 Lacs for the year 2010-11 as against Rs. 80150.68 Lacs for the year 2009-10(which included DyStar operations for 2 months). The topline of DyStar operations have given a boost to the overall growth to sales. After acquisition of DyStar the first full year of its operations displayed regaining of lost grounds by DyStar. The profit before exceptional items and after tax has increased amounts to Rs. 10959.76 Lacs for the year 2010-11 which, substantiates the effective implementation of the restructuring program. The provision on account of restructuring and certain one time expenses, the consolidated loss is reported to be Rs. 27773.57 Lacs, a significant portion of which is non-cash. The Company does not foresee more of such restructuring expenses for DyStar operations in the coming period.

DIVIDEND:

For the financial year 2010-11, your Directors are pleased to recommend a final dividend of Rs. 1.50/- per equity share of Rs. 10/- each (previous year Rs. 1.50/- per equity share). The aggregate amount of dividend including dividend tax is Rs. 331.23 Lacs on 19000053 equity shares. The said dividend if declared by the members will be paid on 5th October, 2011.

REVIEW OF DYSTAR OPERATIONS AND RESTRUCTURING PROGRAM:

In February, 2010 your Company along with Well Prospering Limited through Kiri Holding Singapore Private Limited (KHSPL), has acquired Assets of DyStar Textilfarben GmbH and DyStar Textilfarben GmbH & Co. Deutschland KG (DyStar) along with its 36 subsidiaries to strengthen its forward integration growth drive. Thereafter, in October 2010, KHSPL acquired DyStar LP USA for USD 10 Million.

During the year under review, DyStar Entities achieved a robust turnover of Rs. 336306.02 Lacs equivalents (Euro 543.31 Mio) and earnings before tax and extraordinary items of Rs. 8513.39 Lacs. The restructuring program is under implementation and the Company has provided for onetime restructuring costs of Rs. 37429.93 Lacs, including provisions of Rs. 6841.93 Lacs towards impairment of assets.

QUALIFIED INSTITUTIONAL PLACEMENT:

During the year under review your Company successfully completed its maiden Qualified Institutional Placement (QIP) of Rs. 23902.00 Lacs by way of issue of 40 Lacs equity shares of Rs.10 each, at a premium of Rs. 587.55 per equity share. The funds raised from QIP are utilized to repay outstanding unsecured loans which were accepted for acquisition of stake in DyStar. Further the funds are being used towards enhancing production capacities of Dyes Intermediates and Specialty Dyes Intermediates and investment in equity/preference shares in Joint Venture and associate companies. Out of proceeds of QIP, one of the plants Dyes Intermediates, namely Vinyl Sulphone, Phase I, started commercial production since 15th March, 2011.

Pursuant to allotment of 40 Lacs Equity Shares by way of QIP, the paid up capital of the Company increased from Rs. 15,00,00,530/- (Rupees Fifteen Crores Five Hundred Thirty only) to Rs. 19,00,00,530/- (Rupees Nineteen Crores Five Hundred Thirty only).

FUTURE PROSPECTS:

Your Company on standalone basis, would commence commercial production of certain Specialty Dyes Intermediates and additional Dyes Intermediates. This shall strengthen the growth plan of your Company and provide consistent track record of organic growth and expansion, which is the epicenter of its core values.

CHANGE OF NAME OF THE COMPANY:

The name of the Company has been changed from Kiri Dyes and Chemicals Limited to Kiri Industries Limited vide Fresh Certificate of Incorporation dated 8th March, 2011 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs vide its General Circular No: 2/2011 dated 8th February, 2011 has granted general exemption from attaching the accounts along with the report of the Board of Directors and Auditors to the Balance Sheet of the subsidiary Companies with Annual Report of the holding Company subject to fulfillment of conditions prescribed in that circular.

As per the conditions prescribed by the above mentioned circular, the Board of Directors of the Company has given their consent for not attaching accounts of subsidiary Companies by passing resolution in their meeting held on 1st September, 2011. The Company has prepared Consolidated Financial Statements of the Company and its subsidiaries in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India. The same has been attached with the Annual Report of the Company. The summary of financial information of each of the subsidiary companies is attached herewith and forming part of the Annual Report of the Company.

The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders/investors. The said annual accounts are open for the inspection at the Registered Office of the Company during business hours on all working days, except Sunday and public holidays.

LISTING:

The equity shares of your Company are listed and actively traded on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company's shares are tradable compulsorily in electronic form and your Company has got connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has paid listing fees to both the stock exchanges.

DIRECTORS:

Mr. Pravin A. Kiri and Mr. Manish P. Kiri, Directors of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Profiles of Mr. Pravin A. Kiri and Mr. Manish P. Kiri as required under clause 49 of the Listing Agreement are given as Annexure to the Notice.

The Board of Directors of the Company at their meeting held on 13th May, 2011 has appointed Ms. Harsha B. Bangari as Nominee Director of Export Import Bank of India.

AUDITORS AND AUDITORS' REPORT:

M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retire at ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if appointed. They have issued a certificate stating that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The notes on standalone financial statements and consolidated financial statements referred to in the auditors' report are self- explanatory and therefore do not call for any further comments and explanations.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted or renewed any deposits within the meaning of the provisions of section 58A of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2011, all applicable accounting standards have been followed and no material departure have been made from the same;

2. That the Directors have selected appropriate accounting polices and applied them consistently and made judgments and estimates that were 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 2010-11 and of the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

EMPLOYEE RELATIONS:

The relations with the employees have been cordial throughout the year. Your Directors place on record their sincere appreciation in respect of the services rendered by the employees of the Company at all levels.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975 has been given as under:

Name Nature Gross Qualification Experie -nce Date of Earlier Age of Duty Remune ration (Years) Commence -ment Employ -ment (Yea -rs) (Rs. in Lacs) of Emplo -yment

Mr. Pravin A. Kiri Chairman 84.00 B.SC. 42 14.05. 1998 Jay Chemical 65 (Chemistry) Industries

Mr. Manish P. Kiri Managing 84.00 B. E. (Ele. & Comm.) 12 14.05. 1998 Parke Devis 38 Director MBA. (Michigan Pharmaceu -ticals University, USA) -USA

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earning & outgo as required to be disclosed in term of Section 217(1) (e) of the Companies Act, 1956, read together with the Companies (Disclosures of Particulars in the Reports of Board of Directors) Rules, 1988, is given as an annexure to this report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company is committed to maintain highest standard of corporate governance. A separate report on the Corporate Governance and Management Discussion and Analysis Report as per Clause 49 of the Listing Agreement, along with the Certificate from the Statutory Auditors of the Company in compliance of clause 49 of the Listing Agreement is annexed herewith and forming part of this Annual Report.

GROUP FOR INTERSE TRANSFER OF SHARES:

As required under clause 3(1) (e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is given as under:

1. Mr. Pravin Kiri

2. Mr. Manish Kiri

3. Mrs. Aruna Kiri

4. Mrs. Anupama Kiri

5. Ms. Amisha Kiri

6. Master Hemil Kiri

7. Synthesis International Limited

8. Kiri Infrastructure Private Limited

9. Kiri Holding Singapore Private Limited

10. Kiri International (Mauritius) Private Limited

11. Lonsen Kiri Chemical Industries Limited

12. Kiri Investment and Trading Singapore Private Limited

13. Kiri Peroxide Limited

14. APK Advisory Services Private Limited

15. Chemhub Exim Private Limited

16. Chemhub Tradelink Private Limited.

APPRECIATION:

Your Company maintained health, cordial and harmonious industrial relations at all levels. The Dynamic and unstinting efforts of the Employees have enabled your Company to become leading chemical Company on the globe. Your Directors would like to place on record, their sincere appreciation for significant contributions made by the employees through their dedication and commitment towards the success and growth of the Company.

The Board of Directors also acknowledge the support and assistance extended to us by the suppliers, customers, lenders, business associates, shareholders and the government for their invaluable support and look forward to continued support in the future.

For and on behalf of the Board of Directors

Place : Ahmedabad Pravin A. Kiri

Date :1st September, 2011 Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting 12th Annual Report together with Audited Accounts of the company for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars 2009-10 2008-09

Net Sales and Other income 34733.95 28264.18

Profit Before Interest, Depreciation, Tax & Exceptional Item 6654.03 5931.78

Less : Interest 2056.62 1697.22

Depreciation 1172.47 334.08

(Add)/Less: Exceptional Item (60.57) 2734.45

Profit Before Taxation 3485.51 1166.03

Less : Provision for Taxation 538.29 85.00

Add : MAT Credit Entitlement (538.29) 0.00

Deferred Tax 983.76 224.47

Fringe Benefit Tax 0.00 9.76

Profit After Tax 2501.75 846.80

Less : Prior Period Expenses 11.57 9.99

Net Profit 2490.18 836.81

Add : Surplus Brought Forward 4552.85 4037.79

Profit Available for Appropriation 7043.03 4874.60

Appropriation:

1. Dividend on equity shares and tax thereon 263.25 263.25

2. Transferred to General Reserve 125.00 58.50

Balance Carried to Balance Sheet 6654.78 4552.85

DIVIDEND:

For the financial year 2009-10, your Directors are pleased to recommend a final dividend of Rs. 1.50 per share of Rs. 10/- each (previous year Rs. 1.50 per share). The aggregate amount of dividend including dividend tax is Rs. 263.25 Lacs on 15000053 equity shares.

REVIEW OF BUSINESS OPERATIONS:

Your directors are pleased to report total income of Rs. 34733.95 Lacs for the year 2009-10 as against Rs. 28264.18 Lacs for the year 2008-09; an increase of 22.89%, which is mainly on account of commissioning of new project of Acetanilide and Basic chemicals. During the year there is marginal reduction in export turnover of around 6% from Rs. 17023.32 Lacs to Rs. 16006.07 Lacs, which is mainly on account of recessionary conditions in the European market. The profit before taxation increased from Rs. 1166.03 Lacs for the year 2008-09 to Rs. 3485.51 Lacs for the year 2009-10. The net profit increased from Rs. 836.81 Lacs for the year 2008-09 to Rs. 2490.18 Lacs for the year 2009-10.

During the year the company commenced commercial production of its backward integration plant for manufacturing of basic chemicals i.e. Sulphuric Acid, Oleum and Chloro Sulphonic Acid with a combined capacity of 500 MT/day. The company also commenced 3.5 MW co-generation steam based power plant at Village Dudhwada, Taluka Padra, District Vadodara.

During the financial year, your company commenced commercial production of Acetanilide, with installed capacity of 12000 MTPA at Village Dudhwada, Taluka Padra, District Vadodara, which is used in manufacturing of Vinyl Sulphone.

ACQUISITION OF DYSTAR:

In February, 2010 your Company through its wholly owned subsidiary Kiri Holding Singapore Private Limited, has acquired Assets of DyStar Textilfarben GmbH and DyStar Textilfarben GmbH & Co. Deutschland KG (DyStar) along with its 36 subsidiaries to strengthen its forward integration growth drive. The Asset Purchase agreement includes DyStars Patents, Technology, IP rights, Brand Name, Trademarks etc. It is the historical cross border acquisition by any medium sized company from India.

DyStar is the global market leader for dyes, dyes solutions, leather solutions, performance chemicals and custom manufacturing of special dyes/pigments with a global market share of around 21% having sales turnover of Euro 800 Mn., (equivalent Rs.48000Mn) in calendar year 2008.

It has sales and technical support presence in all key markets and also having agencies in 50 countries and 16 active production facilities in 11 countries. DyStar is a total solution provider across the entire textile value chain starting from concept design and development through fiber & fabric production, wet processing until garment finishing which includes quality testing & certification. The research and development centre of DyStar at Frankfurt Germany is a state of art research centre.

FUTURE PROSPECTS:

Your Company has a consistent track record of organic growth and expansion, which is the epicenter of its core values. While expanding vertically its supply chain, it is continuing to enhance manufacturing facilities of Dyes Intermediates and Specialty Dyes Intermediates to cater to the future demand of the global market and for its Joint Venture plant. The Company as a part of its clean environment policy is proposing to set up a resource recovery project of utilizing spent acid of Dyes Intermediates.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS:

On the basis of application by the Company the Ministry of Corporate Affairs, Government of India vide its order No. 47/639/ 2010-CL-III dated 26th July, 2010, issued under section 212(8) of the Companies Act, 1956 has granted an exemption to the Company from attaching the accounts along with the report of the Board of Directors and Auditors to the balance sheet of the Company for the financial year ended on 31st March, 2010 as required by Section 212(1) of the Companies Act, 1956, of its forty two (42) subsidiary companies with the Annual Report of the Company for the financial year ended 31st March, 2010. The summary of financial information of each of the subsidiary companies is attached herewith and forming part of Annual Report of the Company.

As directed by aforesaid order of the Ministry of Corporate Affairs and as required under Clause 32 of Listing Agreement with the stock exchange(s) and in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, the Company has prepared Consolidated Financial Statements of the Company and its subsidiaries. The same has been attached with the Annual Report of the Company.

The Company will provide the annual accounts of its subsidiary companies and the related detailed information on the specific request made by any shareholders/investors. The said annual accounts are open for the inspection at the registered office of the Company during business hours on all working days, except Sunday and public holidays. The financial information relating to the Subsidiary Companies, as per the condition (iii) of the above cited order of the Ministry of Corporate Affairs, are attached along with the consolidated financial statement.

DEPOSITORY SYSTEM:

Your companys shares are tradable compulsorily in electronic form and your company has got connectivity with both the depositories i.e. National Security Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

DIRECTORS:

Mr. Yamal A. Vyas, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible to offer himself for re-appointment. Profile of Mr. Yamal A. Vyas as required under clause 49 of the Listing Agreement is given in the Annexure to the Notice.

The Board of Directors of the Company at their meeting held on 22nd May, 2010 has reappointed Mr. Pravin A. Kiri as Chairman and Mr. Manish P. Kiri, as Managing Director of the Company for a further period of three years from 1st April, 2010 to 31st March, 2013. The Board of Directors at their meeting held on 26th April, 2010 has also appointed Mr. Shanker R. Patel as Whole Time Director of the Company for a period of three years from 1st May, 2010 to 30th April, 2013. Their reappointment/ appointment was confirmed by members at Extra Ordinary General Meeting held on 26th June, 2010.

Mr. Bipin R. Patel and Mrs. Aruna P. Kiri have resigned as directors of the Company w.e.f. 26th April, 2010 and Mr. Keyoor M. Bakshi and Mr. Ajay J. Patel are appointed as an additional directors of the Company w.e.f. 26th April, 2010. The Board hereby takes the opportunity to express sincere thanks and gratitude to Mr. Bipin R. Patel and Mrs. Aruna P. Kiri for the invaluable contribution during their tenure as directors of the Company.

AUDITORS AND AUDITORS REPORT:

M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad, Statutory Auditors of the Company, retire at ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if appointed. They have issued a certificate stating that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956.

The notes on accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments and explanations.

PUBLIC DEPOSITS:

During the year under review, the company did not accept any deposits within the meaning of the provisions of section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010, all applicable accounting standards have been followed and no material departure have been made from the same.

2. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review.

3. That the Directors have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on a ‘going concern basis.

EMPLOYEE RELATIONS:

The relations with the employees have been cordial throughout the year. Your Directors place on record their sincere appreciation in respect of the services rendered by the employees of the Company at all levels.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975 has been given as under:

Name Nature Gross Qualification Exper ience Date of

of Duty Remune ration (Years) Commencem ent (Rs. in Lacs) of Emplo yment

Mr. Pravin Kiri Chairman 84.00 B.SC. 41 14.05.1998 (Chemistry)

Mr. Manish Kiri Managing 84.00 B. E. (Ele. & Comm.) 11 14.05.1998 Director MBA. (Michigan University, USA)







Name Earlier Age Employment (Years)

Mr. Pravin Kiri Jay Chemical 65 Industries Mr. Manish Kiri Parke Devis 38 Pharmaceuti cals-USA

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earning & outgo as required to be disclosed in term of Section 217(1)(e) of the Companies Act, 1956, read together with the Companies (Disclosures of Particulars in the Reports of Board of Directors) Rules, 1988, is given as an annexure to this report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

Your Company complies with the provisions laid down in Corporate Governance Code. Report on the Corporate Governance and Management Discussion and Analysis Report as per Clause 49 of the Listing Agreement, along with the Certificate from the Statutory Auditors of the Company in compliance of clause 49 of the Listing Agreement is annexed herewith and forming part of this Annual Report.

GROUP FOR INTERSE TRANSFER OF SHARES:

As required under clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting “Group” (within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 11 to 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 is given as under:

1. Mr. Pravin Kiri

2. Mr. Manish Kiri

3. Mrs. Aruna Kiri

4. Mrs. Anupama Kiri

5. Ms. Amisha Kiri

6. Master Hemil Kiri

7. Kiri International

Hong Kong Limited (name changed to Synthesis International Limited w.e.f. 19.08.2010)

8. Kiri Infrastructure Private Limited

9. Kiri Holding Singapore Private Limited

10. Kiri International (Mauritius) Private Limited

APPRECIATION: Your Directors would like to thank the suppliers, customers, lenders, business associates, shareholders and the Government for their invaluable support and look forward to continued support in the future. Your Directors wish to place on record their appreciation of employees at all levels for their hard work, dedication and commitment, which has enabled the Company to become global company.

For and on behalf of the Board of Directors

Place : Ahmedabad Pravin A. Kiri

Date : 1st September, 2010 Chairman