1.19 PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable
that an outflow of resources embodying
economic benefits will be required to settle
the obligation and a reliable estimate can
be made of the amount of the obligation.
When the Company expects some or all of a
provision to be reimbursed, for example, under
an insurance contract, the reimbursement
is recognised as a separate asset, but only
when the reimbursement is virtually certain.
The expense relating to a provision is presented
in the Statement of Profit and Loss net of any
reimbursement. Provisions are not recognised
for future operating losses.

Provisions are measured at the present value of
management’s best estimate of the expenditure
required to settle the present obligation at the
end of the reporting period. The discount rate
used to determine the present value is a pre-tax
rate that reflects current market assessments of
the time value of money and the risks specific
to the liability. The increase in the provision
due to the passage of time is recognised as
interest expense.

As a policy, the company is regularly accessing
the liability arising due to delay in fulfillment of
the obligation against advance licenses taken
for duty free import of the goods / various
investment related schemes and required
provisions are carried out in the books.

Contingent Liability is disclosed in the case of:

• A present obligation arising from the past
events, when it is not probable that an
outflow of resources will be required to
settle the obligation;

• A present obligation arising from the past
events, when no reliable estimate is possible;

• A possible obligation arising from the past
events, unless the probability of outflow of
resources is remote.

Contingent liabilities are not provided for and
if material, are disclosed by way of notes to
accounts. Contingent assets are not recognized
in financial statements. However, the same
is disclosed, where an inflow of economic
benefit is probable.

1.20 LEASES

The Company assesses whether a contract
contains a lease, at inception of a contract.
A contract is, or contains, a lease if the contract
conveys the right to control the use of an
identified asset for a define period of time in
exchange for consideration. To assess whether
a contract conveys the right to control the
use of an identified assets, the Company
assesses whether: (i) the contact involves the
use of an identified asset (ii) the Company has
substantially all of the economic benefits from
use of the asset through the period of the lease
and (iii) the Company has the right to direct the
use of the asset.

As a lessee, the Company recognises a right
of use asset and a lease liability at the lease
commencement date. The right of use asset
is initially measured at cost, which comprises
the initial amount of the lease liability adjusted
for any lease payments made at or before the
commencement date, plus any initial direct
costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to
restore the underlying asset or the site on which
it is located, less any lease incentives received.

The right of use asset is subsequently
depreciated using the straight-line method
from the commencement date to the earlier
of the end of the useful life of the right of use

asset or the end of the lease term. The estimated
useful lives of right of use assets are determined
on the same basis as those of property and
equipment. In addition, the right of use asset
is periodically reduced by impairment losses, if
any, and adjusted for certain re-measurements
of the lease liability.

The lease liability is initially measured at the
present value of the lease payments that are not
paid at the commencement date, discounted
using the interest rate implicit in the lease
or, if that rate cannot be readily determined,
the Company’s incremental borrowing rate.
For leases with reasonably similar characteristics,
the Company, on a lease-by-lease basis, may
adopt either the incremental borrowing
rate specific to the lease or the incremental
borrowing rate for the portfolio as a whole.

Lease payments included in the measurement
of the lease liability comprise the fixed payments,
including in-substance fixed payments and
lease payments in an optional renewal period
if the Company is reasonably certain to exercise
an extension option; The lease liability is
measured at amortised cost using the effective
interest method.

The Company has elected not to recognise right
of use assets and lease liabilities for short-term
leases that have a lease term of 12 months or
less and leases of low-value assets. The Company
recognises the lease payments associated with
these leases as an expense on a straight-line
basis over the lease term. The Company applied
a single discount rate to a portfolio of leases of
similar assets in similar economic environment
with a similar end date.

1.21 GOVERNMENT GRANTS

Government grants are recognised when there
is reasonable assurance that the grant will be
received and all attached conditions complied
in. When the grant relates to an expense item,
it Is recognised as Income on a systematic
basis over the years that the related costs,
for which it is intended to compensate, are
expensed. When the grant relates to an asset,
it is recognised as an income in equal amounts
over the expected useful life of the related asset.

1.22 SEGMENT REPORTING

An operating segment is a component of the
Company that engages in business activities
from which it may earn revenues and incur
expenses, whose operating results are regularly
reviewed by the company’s Chief Operating
Decision Maker (“CODM”) to make decisions for
which discrete financial information is available.
Based on the management approach as
defined in Ind AS 108-Operating Segments, the
CODM evaluates the Company’s performance
and allocates resources based on an analysis
of various performance indicators by business
segments and geographic segments.

1.23 EARNING PER SHARE
Basic Earnings Per Share

Basic earnings per share is calculated by dividing
the net profit or loss for the year attributable to
equity shareholders by the weighted average
number of equity shares outstanding during the
year. Earnings considered in ascertaining the
Company’s earnings per share is the net profit
or loss for the year after deducting preference
dividends and any attributable tax thereto for
the year. The weighted average number of
equity shares outstanding during the year and
for all the years presented is adjusted for events,
such as bonus shares, other than the conversion
of potential equity shares, that have changed the
number of equity shares outstanding, without a
corresponding change in resources.

Diluted Earnings Per Share

For the purpose of calculating diluted earnings
per share, the net profit or loss for the year
attributable to equity shareholders and the
weighted average number of shares outstanding
during the year is adjusted for the effects of all
dilutive potential equity shares.

1.24 DIVIDEND DISTRIBUTIONS

The Company recognizes a liability to make
the payment of dividend to owners of equity,
when the distribution is authorised and the
distribution is no longer at the discretion of the
Company. As per the corporate laws in India, a
distribution is authorised when it is approved

by the shareholders. A corresponding amount is
recognised directly in equity.

1.25 CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents comprise cash and
deposits with banks. The Company considers
all highly liquid investments with a remaining
maturity at the date of purchase of three months
or less and that are readily convertible to known
amounts of cash to be cash equivalents.

For the purpose of presentation in the statement
of cash flows, cash and cash equivalents includes
cash on hand, deposits held at call with financial
institutions and other short term, highly liquid
investments with original maturities of three
months or less that are readily convertible to
known amounts of cash and which are subject
to an insignificant risk of changes in value.

1.26 STATEMENT OF CASH FLOWS

Cash Flows are reported using the indirect
method, whereby profit before tax is adjusted
for the effects of transactions of a non-cash
nature, any deferrals or accruals of past or future
operating cash receipts or payments and item
of income or expenses associated with investing
or financing Cash Flows. The cash flows from
operating, investing and financing activities of
the Company are segregated.

1.27 EVENTS OCCURING AFTER THE REPORTING DATE

Adjusting events occurring after the balance
sheet date are recognized in the financial
statements. Material non adjusting events
occurring after the balance sheet date that
represents material change and commitment
affecting the financial position are disclosed in
the Director’s Report and Notes to Accounts.

1.28 EXCEPTIONS ITEMS

Certain occasions, the size, type or incidence
of an item of income or expense, pertaining to
the ordinary activities of the Company is such
that disclosure improves the understanding of
the performance of the Company, such income
or expense is classified as an exceptional
item and accordingly, disclosed in the notes
accompanying to the financial statements.

i) The Company had made assessment of investment in its Subsidiary SMS Chemicals Co. Ltd. and taken
into account the past business performances and prevailing condition. As a matter of prudence,
the Company has written off diminution in carrying value of investments of '' 339.53 Lakhs as on
April 01, 2016.

ii) The Company had made investment in its Subsidiary Synthesis International Limited (Wholly Owned
Subsidiary). The Company has already initiated the process for winidng up of the Comapny with
competent authority. As a matter of prudence, the Company has written off diminution in carrying
value of investments of '' 256.86 Lakhs as on April 01, 2016.

i) Capital advances include advances made to an intermediary for purchase of land for the company.
Advances also include capital advances given to a party for industrial land pending necessary
formalities for transfer.

ii) The company does not have any automated system to call for balance confirmations in respect
of debit/ credit balances of sundry debtors, sundry creditors, advances from customers,
security and earnest money deposit, outstanding liabilities, other payables and other advances.
Balance confirmations are requested by management out of which company has received
response from some of the parties. The management is confident that on confirmation/
reconciliation there will not be any material impact on the financial statements.

i) Trade Receivables includes '' 2,174.35 Lakhs as at March 31, 2026 (PY '' 792.51 Lakhs) due from
related parties.

ii) The company does not have any automated system to call for balance confirmations in respect of debit
/ credit balances of sundry debtors, sundry creditors, advances from customers, security and earnest
money deposit, outstanding liabilities, other payables and other advances. Balance confirmations
are requested by management out of which company has received response from some of the
parties. The management is confident that on confirmation/reconciliation there will not be any
material impact on the financial statements.

Rights and Restrictions:

i) The Company has only one class of Equity Shares having face value of '' 10/- per share. The Equity
Share holder is entitled to one vote per share. The Equity Shareholders have equal dividend rights in
proportion to their shareholding.

Nature and Purpose of Reserves
Securities Premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised
only for limited purposes such as issuance of bonus shares in accordance with the provisions of the
Companies Act, 2013

General Reserve

General reserve is created by the Company by appropriating the balance of Retained Earnings. It is a free
reserve which can be used for meeting the future contingencies, creating working capital for business
operations, strengthing the financial position of the Company etc.

Capital Redemption Reserve

Capital Redemption Reserve was created to transfer redemption reserve of Redeemable Preference
Shares. This is not free reserve and cannot be utilised for any purpose.

Retained Earnings

Retained Earings are the profits that the company has earned till date less any transfers to redemption
reserve, dividend or other distributions paid to shareholders.

i) The company does not have any automated system to call for balance confirmations in respect
of debit / credit balances of sundry debtors, sundry creditors, advances from customers,
security and earnest money deposit, outstanding liabilities, other payables and other advances.
Balance confirmations are requested by management out of which company has received
response from some of the parties. The management is confident that on confirmation/
reconciliation there will not be any material impact on the financial statements.

ii) Trade Payable includes amount due to Related Parties '' 3,029.79 Lakhs as at March 31,2026 (PY
'' 1,608.49 Lakhs).

i) There is no amount outstanding in respect of Unpaid Dividend to be transferred to Investor Education
& Protection Fund under Section 125 of the Companies Act, 2013.

ii) In previsous financial year, Ind AS impact accounted as Deferred Guarantee Commission on account
of Corporate Guarantee provided by company to subsidiary.

39 MSME Disclosure

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26,
2008 which recommends that the Micro and Small Enterprises should mention in their correspondence
with its customers the Entrepreneurs Memorandum Number allocated after filing of the Memorandum
in accordance with ‘Micro, Small and Medium Enterprises Development Act, 2006 (‘the MSMED Act’).

Accordingly, the disclosure in respect of the amounts payable to such Enterprises as at March 31, 2025
has been made in the Financial Statements based on information received and available the Company.

40 Financial Instruments
A Capital Management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital
structure and healthy capital ratios in order to support its business and maximise shareholder value.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic
conditions or its business requirements.

To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares.

The Company monitors capital using a ratio of ‘Adjusted Net Debt’ to ‘Adjusted Equity’. For this purpose,
adjusted net debt is defined as total Liabilities, comprising Interest-bearing Loans and Borrowings
and obligations under Finance Leases, less Cash and Cash Equivalents. Adjusted Equity Comprises all
components of Equity.

(ii) Measurement of Fair values and Sensitivity analysis
Fair Value Hierarchy

The fair value of the Financial Assets and Liabilities is included at the amount at which the instrument
could be exchanged in a current transaction between willing parties, other than in a forced or
liquidation sale. The Company uses the following hierarchy for determining and/or disclosing the
fair value of Financial Instruments by valuation techniques:

Financial assets and financial liabilities measured at fair value in the Balance Sheet are grouped
into three levels of a fair value hierarchy. The three levels are defined based on the observability of
significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the Assets or
Liabilities, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: Inputs for the Assets or Liabilities that are not based on observable market data
(unobservable inputs)

The cost of unquoted investments included in Level 3 fair value hierarchy approximate their fair
value because there is a wide range of possible fair value measurements and the cost represents
estimate of fair value within that range

(a) Financial instrument measured at fair value

The Company uses the following hierarchy for determining and/or disclosing the fair value of
financial assets by valuation techniques:

(b) Financial Instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in
the financial statements are a reasonable approximation of their fair values since the Company
does not anticipate that the carrying amounts would be significantly different from the values
that would eventually be received or settled.

41 Financial Risk Management, Objective and Policies

The Company’s Board of Directors have overall responsibility for the establishment and oversight of
the Company’s risk management framework. The Company manages market risk through treasury
operations, which evaluates and exercises independent control over the entire process of market risk
management. The finance team recommends risk management objectives and policies. The activities
of this operations include management of cash resources, hedging of foreign currency exposure, credit
control and ensuring compliance with market risk limits and policies.The Company’s Management
reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

The Company has exposure to the following risks arising from financial instruments:

(a) Credit Risk

(b) Market Risk and

(c) Liquidity Risk

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company. The Company is exposed to credit risk arising from its operating activities primarily
from trade receivables, from financing activities primarily relating to parking of surplus funds as Deposits
with Banks, investments, loans, and security deposits.

The carrying amounts of financial assets represent the maximum credit risk exposure. Credit risk
assessment on various components is described below:

(i) Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of
each customer. The demographics of the customer, including the default risk of the industry and
country in which the customer operates, also has an influence on credit risk assessment. Credit risk
is managed through credit approvals, establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Company grants credit terms in the normal course
of business. The Company has adopted a policy of only dealing with creditworthy counterparties
and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial
loss from defaults.

The Company has established a credit policy under which each new customer is analysed individually
for creditworthiness before the standard payment and delivery terms and conditions are offered.
The Company’s review includes external ratings, if they are available, financial statements, credit
agency information, industry information and in some cases bank references. Sale limits are
established for each customer and reviewed periodically.

The Company measures the expected credit loss of trade receivables from customers based on
historical trend, industry practices and the business environment in which the entity operates.
Loss rates are based on actual credit loss experience and past trends. Based on the historical data,
as per management perceptions, the provision for loss on collection is made on trade receivables
based on Expected Credit Loss Model (ECL) as below:

(ii) Cash and cash equivalents and bank deposits

Credit risk from balances with Banks and Financial Institutions is managed by the Company’s treasury
department. Investments of surplus funds are made only with approved counter parties and within
credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks
and therefore mitigate financial loss through counterparty’s potential failure to make payments.

(iii) Security Deposits and Loans

This consists of loans given to Employees and Security Deposits given to utility providers like
Electricity companies and others. These carries limited credit risk based on the financial position of
parties and Company’s historical experience of dealing with these parties.

(b) Market Risk:

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from
adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates)
or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates
and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency
receivables and payables and all short-term and long-term debt. The Company is exposed to market risk
primarily related to foreign exchange rate risk and interest rate risk.

(i) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign
currency transactions, primarily with respect to the USD and SGD. The Company has in place the
Risk management policy to manage the foreign exchange exposure

The Foreign currency exchange rate exposure is partly balanced through natural hedge. This provide
an economic hedge without derivatives being entered into and therefore hedge accounting not
applied in these circumstances.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company’s
policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign
currencies at spot rates when necessary to address short-term imbalances.

The company can enter into foreign currency forward contracts and other authorized derivative
contracts, which are not intended for trading or speculative purposes but for hedge purposes to
establish the amount of reporting currency required or available at the settlement date of certain
payables/receivables and borrowings.

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. The Company manages its interest rate risk
by having a balanced portfolio of fixed and variable rate loans and borrowings.

The Company’s risk management activities are subject to the management, direction and control of
Risk Management Policy for interest rate risk through appropriate policies and procedures identified,
measured and managed.

The Company’s fixed rate borrowing are carried at amortised cost. They are therefore not subject
to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash
flows will fluctuate because of a change in market interest rate.

For the Company’s floating rate borrowing, the analysis is prepared assuming a 100 basis point
increase or decrease is used, which represents management’s assessment of the reasonably
possible change in interest rate.

(c) Liquidity risk:

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s
approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to
meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company’s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.
The table below summarises the remaining contractual maturities of financial liabilities at the reporting
date. The amounts are gross and undiscounted, and include estimated interest payments and exclude
the impact of netting agreements.

42 Detail of Employees Benefits
(a) Defined Contribution Plans

The Company has defined contribution plan in form of Provident Fund and Employee State Insurance
Scheme for qualifying employees. Under the Schemes, the Company is required to contribute a specified
rates to fund the schemes.

(b) Defined Benefits Plans

The Company provides for retirement benefits in the form of Gratuity. The Company’s gratuity scheme
(unfunded) provides for lump sum payment to vested employees at retirement, death while in
employment or on termination of employment of an amount equivalent to 15 days salary payable for
each completed year of service subject to a ceiling of '' 20 Lakhs. Vesting occurs upon completion of 05
years of service.

The present value of the defined benefits plan was measured using the projected unit credit method.

The following tables set out the status of the gratuity plan and amounts recognised in the
financial statements:

Estimates of future salary increase takes into account: inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

The plan exposes the Group to significant actuarial risks such as interest rate risk and
inflation risk:

Inflation risk - A significant proportion of the defined benefit liability is linked to inflation. An increase
in the inflation rate will increase the Group’s liability.

Interest rate risk - The present value of the defined benefit liability is calculated using a discount rate
prevailing market yields of Indian government securities. A decrease in discount rate will increase
the Group’s defined benefit liability.

Sensitivities have been calculated to show the movement in Defined Benefit Obligation in isolation
and assuming there are no other changes in market conditions at the accounting date. In presenting
the above sensitivity analysis, the present value of the defined benefit obligations has been calculated
using the Projected Unit Credit Method at the end of the reporting period, which is the same as
that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
This analysis may not be representative of the actual change in the defined benefit obligation as it is
unlikely that the change in the assumptions would occur in isolation of one another as some of the
assumptions may be correlated.

(vii) The weighted average duration of the benefit obligation as at March 31, 2026 is 11 years (as at
March 31, 2025 is 12 years).

(c) Compensated absence:

Expenses recognised in the Statement of Profit and Loss amounts to '' 96.41 Lakhs for the year ended
March 31, 2026 (March 31, 2025 was '' 82.32 lakhs).

The current and non-current classification of obligations under defined benefit plans and other long¬
term benefits is done bases on the actuarial valuation reports.

45 Operating Segment

The Company determines Operating Segments as components of an entity for which discrete financial
information is available that is evaluated regularly by chief operating decision maker (CODM), in deciding
how to allocate resources and assessing performance. a) The Company operates mainly in manufacturing
of Dyes, Dyes Intermediates and Basic Chemicals. All other activities are incidental thereto and integrated,
which have similar risk and return.

Considering the nature of Company’s business, as well as based on reviews by CODM to make decisions
about resource allocation and performance measurement, accordingly, there are no separate reportable
Segment as far as primary Segment is concerned in accordance with the requirements of Ind AS-108 -
‘‘Operating Segments’’, prescribed under Companies (Indian Accounting Standards) Rules, 2015.

(b) Capital commitments and other commitments

Estimated amount of contracts pending execution on capital accounts and not provided for (net of
advances) is '' 10,728.46 Lakhs (PY '' 1,305.11 Lakhs).

The Company has given capital advances to various equipment suppliers and other parties towards
purchase of capital goods to be used as Plant & Machinery. The amount includes balances outstanding
for long against which capital goods have not been procured by the company. Third party confirmations,
reconciliations and other supportive audit evidences are being requested from vendors to determine
outstanding capital advance and its recoverability.

49 New Labour Code (2025)

On November 2025, The Government of India has consolidated 29 existing labour legislations into a
unified framework comprising four Labour Codes i.e. the Code on Wages 2019, the Industrial Relations
Code 2020, the Code on Social Security 2020, and the Occupational Safety, Health and Working
Conditions Code 2020 (collectively referred to as the “New Labour Codes”). The Ministry of Labour &
Employment had published draft Central Rules and FAQs to enable assessment of the financial impact
due to changes in regulations. The Company had assessed and disclosed the incremental impact of
these changes on the basis of internal management assessment and the best information available,
consistent with the guidance provided by the Institute of Chartered Accountants of India.

The Company has complied with the New Labour Codes to the extent applicable and evaluated that
there is no material impact in the Standalone Financial Statements.

The Government of India has notified the related rules under the New Labour Codes on 8^th May,2026.
The Company has evaluated the impact of these rules and based on the current assessment,
Management does not expect any material additional liability or material impact on the Standalone
Financial Statements of the Company.

50 The company has few foreign currency balances (both receivables and payables) which have been
outstanding for a period which is beyond the prescribed period for settlement as per the guidelines of
Reserve Bank of India (RBI) and FEMA. As per management, the company will take necessary steps in
coordination with its bankers to regularise such receivables and payables.

51 The company, Kiri Industries Limited (“Issuer”) has realized 50.9485% upfront money amounting to
'' 250,67,52,332/- on October 15, 2024 against the 13333789 entire warrants allotted for which pre¬
preferential approval was sought, made on October 15, 2024. Further, the Issuer has also realized
allotment monies amounting to '' 68,68,49,931/- from the respective allottee(s) on November 12, 2024
against allotment of 3794751 equity shares made on November 13, 2024 on conversion of 3794751
warrants from the applicants of the aforesaid shares And amounting to '' 79,52,40,152/- on August 8,
2025 against allotment of 4393592 equity shares made on August 11, 2025 on conversion of 4393592
warrants from the applicants against the balance 49.0515%

52 Other Additional Statutory Information

i) The Company do not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.

ii) The Company do not have any transactions with companies struck off.

iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the
financial year.

iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

v) The Company have not received any fund from any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that
the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

vi) The Company have no such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of
the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

viii) As the company has not taken availed any WCL, overdraft, etc from any banks or financial institutions,
therefore, quarterly returns or statements of receivables, inventories and creditors for goods with
banks or financial institutions are not required to be filed by the company.

53 Events after the Reporting Period

The Company evaluates events and transactions that occur subsequent to the balance sheet date but
prior to the approval of the financial statements to determine the necessity for recognition and / or
reporting of any of these events or transactions in the financial statements. There are no subsequent
events to be recognized or reported.

54 Recent accounting pronouncement

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended
31^st March, 2026, MCA has notified following Amendment to Ind AS, applicable to the Company w.e.f.
1^st April, 2025.

- Ind AS - 21 The Effects of Changes in Foreign Exchange Rates Lack of Exchangeability

- Ind AS 12-Income Taxes relating to International Tax Reform - Pillar Two Model Rules - Exception to
recognition and disclosure of deferred tax.

- Amendments to Ind AS 7 - Cash flow statement and Ind AS 107 - Financial Instrument Disclosures
relating to supplier finance arrangements

- Ind AS 1-Presentation of Financial StatementsClassification of Liabilities as current or non- current
and non- current liabilities with covenants.

The Company has reviewed the new pronouncements and based on its evaluation has determined that
it does not have any significant impact in its Standalone financial statements.”

55 The previous year figures are regrouped or reclassified according to current year grouping and
classification.

1.19 PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a present
obligation (legal or constructive) as a result of a past event,

it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of
the obligation. When the Company expects some or all
of a provision to be reimbursed, for example, under an
insurance contract, the reimbursement is recognised as a
separate asset, but only when the reimbursement is virtually
certain. The expense relating to a provision is presented in
the Statement of Profit and Loss net of any reimbursement.
Provisions are not recognised for future operating losses.

Provisions are measured at the present value of
management''s best estimate of the expenditure required
to settle the present obligation at the end of the reporting
period. The discount rate used to determine the present value
is a pre-tax rate that reflects current market assessments of
the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is
recognised as interest expense.

As a policy, the company is regularly accessing the liability
arising due to delay in fulfillment of the obligation against
advance licenses taken for duty free import of the goods /
various investment related schemes and required provisions
are carried out in the books.

Contingent Liability is disclosed in the case of:

> A present obligation arising from the past events,
when it is not probable that an outflow of resources
will be required to settle the obligation;

> A present obligation arising from the past events,
when no reliable estimate is possible;

> A possible obligation arising from the past events,
unless the probability of outflow of resources is
remote.

Contingent liabilities are not provided for and if material, are
disclosed by way of notes to accounts. Contingent assets are
not recognized in financial statements. However, the same is
disclosed, where an inflow of economic benefit is probable.

1.20 LEASES

The Company assesses whether a contract contains a lease,
at inception of a contract. A contract is, or contains, a lease
if the contract conveys the right to control the use of an
identified asset for a define period of time in exchange for
consideration. To assess whether a contract conveys the
right to control the use of an identified assets, the Company
assesses whether: (i) the contact involves the use of an
identified asset (ii) the Company has substantially all of the
economic benefits from use of the asset through the period
of the lease and (iii) the Company has the right to direct the
use of the asset.

As a lessee, the Company recognises a right of use asset and
a lease liability at the lease commencement date. The right
of use asset is initially measured at cost, which comprises
the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus
any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any
lease incentives received.

The right of use asset is subsequently depreciated using the
straight-line method from the commencement date to the
earlier of the end of the useful life of the right of use asset or
the end of the lease term. The estimated useful lives of right
of use assets are determined on the same basis as those of
property and equipment. In addition, the right of use asset
is periodically reduced by impairment losses, if any, and
adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Company''s
incremental borrowing rate. For leases with reasonably
similar characteristics, the Company, on a lease by lease
basis, may adopt either the incremental borrowing rate
specific to the lease or the incremental borrowing rate for
the portfolio as a whole.

Lease payments included in the measurement of the lease
liability comprise the fixed payments, including in-substance
fixed payments and lease payments in an optional renewal
period if the Company is reasonably certain to exercise
an extension option; The lease liability is measured at
amortised cost using the effective interest method.

The Company has elected not to recognise right of use assets
and lease liabilities for short-term leases that have a lease
term of 12 months or less and leases of low-value assets.
The Company recognises the lease payments associated
with these leases as an expense on a straight-line basis over
the lease term. The Company applied a single discount rate
to a portfolio of leases of similar assets in similar economic
environment with a similar end date.

1.21 GOVERNMENT GRANTS

Government grants are recognised when there is reasonable
assurance that the grant will be received and all attached
conditions complied in. When the grant relates to an
expense item, it Is recognised as Income on a systematic
basis over the years that the related costs, for which it is
intended to compensate, are expensed. When the grant
relates to an asset, it is recognised as an income in equal
amounts over the expected useful life of the related asset.

1.22 SEGMENT REPORTING

An operating segment is a component of the Company
that engages in business activities from which it may
earn revenues and incur expenses, whose operating
results are regularly reviewed by the company''s Chief
Operating Decision Maker ("CODM") to make decisions
for which discrete financial information is available. Based
on the management approach as defined in Ind AS 108 -
Operating Segments, the CODM evaluates the Company''s
performance and allocates resources based on an analysis
of various performance indicators by business segments
and geographic segments.

1.23 EARNING PER SHARE

Basic Earnings Per Share

Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders by the weighted average number of equity
shares outstanding during the year. Earnings considered
in ascertaining the Company''s earnings per share is the
net profit or loss for the year after deducting preference
dividends and any attributable tax thereto for the year. The
weighted average number of equity shares outstanding
during the year and for all the years presented is adjusted
for events, such as bonus shares, other than the conversion
of potential equity shares, that have changed the number of
equity shares outstanding, without a corresponding change
in resources.

Diluted Earnings Per Share

For the purpose of calculating diluted earnings per share,
the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares
outstanding during the year is adjusted for the effects of all
dilutive potential equity shares.

1.24 DIVIDEND DISTRIBUTIONS

The Company recognizes a liability to make the payment
of dividend to owners of equity, when the distribution
is authorised and the distribution is no longer at the
discretion of the Company. As per the corporate laws in
India, a distribution is authorised when it is approved by
the shareholders. A corresponding amount is recognised
directly in equity.

1.25 CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents comprise cash and deposits with
banks. The Company considers all highly liquid investments
with a remaining maturity at the date of purchase of three
months or less and that are readily convertible to known
amounts of cash to be cash equivalents.

For the purpose of presentation in the statement of cash
flows, cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions and other
short term, highly liquid investments with original maturities
of three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant
risk of changes in value.

1.26 STATEMENT OF CASH FLOWS

Cash Flows are reported using the indirect method, whereby
profit before tax is adjusted for the effects of transactions of
a non-cash nature, any deferrals or accruals of past or future
operating cash receipts or payments and item of income or
expenses associated with investing or financing Cash Flows.
The cash flows from operating, investing and financing
activities of the Company are segregated.

1.27 EVENTS OCCURING AFTER THE REPORTING DATE

Adjusting events occurring after the balance sheet date
are recognized in the financial statements. Material non
adjusting events occurring after the balance sheet date that
represents material change and commitment affecting the
financial position are disclosed in the Director''s Report and
Notes to Accounts.

1.28 EXCEPTIONS ITEMS

Certain occasions, the size, type or incidence of an item of
income or expense, pertaining to the ordinary activities
of the Company is such that disclosure improves the
understanding of the performance of the Company, such
income or expense is classified as an exceptional item and
accordingly, disclosed in the notes accompanying to the
financial statements.

Nature and Purpose of Reserves

Securities Premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such
as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013

General Reserve

General reserve is created by the Company by appropriating the balance of Retained Earnings. It is a free reserve which can be
used for meeting the future contingencies, creating working capital for business operations, strengthing the financial position of
the Company etc.

Capital Redemption Reserve

Capital Redemption Reserve was created to transfer redemption reserve of Redeemable Preference Shares. This is not free reserve
and cannot be utilised for any purpose.

Retained Earings

Retained Earings are the profits that the company has earned till date less any transfers to redemption reserve, dividend or other
distributions paid to shareholders.

40 FINANCIAL INSTRUMENTS
A Capital Management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy
capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure
and makes adjustments to it, in light of changes in economic conditions or its business requirements.

To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares.

The Company monitors capital using a ratio of ''Adjusted Net Debt'' to ''Adjusted Equity'' For this purpose, adjusted net debt
is defined as total Liabilities, comprising Interest-bearing Loans and Borrowings and obligations under Finance Leases, less
Cash and Cash Equivalents. Adjusted Equity Comprises all components of Equity.

(ii) Measurement of Fair values and Sensitivity analysis
Fair Value Hierarchy

The fair value of the Financial Assets and Liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company
uses the following hierarchy for determining and/or disclosing the fair value of Financial Instruments by valuation
techniques:

Financial assets and financial liabilities measured at fair value in the Balance Sheet are grouped into three levels of a
fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement,
as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the Assets or Liabilities, either
directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: Inputs for the Assets or Liabilities that are not based on observable market data (unobservable inputs)

The cost of unquoted investments included in Level 3 fair value hierarchy approximate their fair value because there is
a wide range of possible fair value measurements and the cost represents estimate of fair value within that range

(b) Financial Instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial
statements are a reasonable approximation of their fair values since the Company does not anticipate that the
carrying amounts would be significantly different from the values that would eventually be received or settled.

1 FINANCIAL RISK MANAGEMENT, OBJECTIVE AND POLICIES

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk
management framework. The Company manages market risk through treasury operations, which evaluates and exercises
independent control over the entire process of market risk management. The finance team recommends risk management
objectives and policies. The activities of this operations include management of cash resources, hedging of foreign currency
exposure, credit control and ensuring compliance with market risk limits and policies.The Company''s Management reviews the
adequacy of the risk management framework in relation to the risks faced by the Company.

The Company has exposure to the following risks arising from financial instruments:

(a) Credit Risk

(b) Market Risk and

(c) Liquidity Risk

(a) Credit Risk:

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Company. The Company is exposed to credit risk arising from its operating activities primarily from trade receivables, from
financing activities primarily relating to parking of surplus funds as Deposits with Banks, investments, loans, and security
deposits.

The carrying amounts of financial assets represent the maximum credit risk exposure. Credit risk assessment on various
components is described below:

(i) Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer operates,
also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit
limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in
the normal course of business. The Company has adopted a policy of only dealing with creditworthy counterparties
and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Company has established a credit policy under which each new customer is analysed individually for
creditworthiness before the standard payment and delivery terms and conditions are offered. The Company''s review
includes external ratings, if they are available, financial statements, credit agency information, industry information
and in some cases bank references. Sale limits are established for each customer and reviewed periodically.

The Company measures the expected credit loss of trade receivables from customers based on historical trend,
industry practices and the business environment in which the entity operates. Loss rates are based on actual credit
loss experience and past trends. Based on the historical data, as per management perceptions, the provision for loss
on collection is made on trade receivables based on Expected Credit Loss Model (ECL) as below:

(ii) Cash and cash equivalents and bank deposits

Credit risk from balances with Banks and Financial Institutions is managed by the Company''s treasury department.
Investments of surplus funds are made only with approved counter parties and within credit limits assigned to each
counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through
counterparty''s potential failure to make payments.

(iii) Security Deposits and Loans

This consists of loans given to Employees and Security Deposits given to utility providers like Electricity companies and
others. These carries limited credit risk based on the financial position of parties and Company''s historical experience
of dealing with these parties.

(b) Market Risk:

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in
market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive
instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-
sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The
Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.

(i) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency
transactions, primarily with respect to the USD and SGD. The Company has in place the Risk management policy to
manage the foreign exchange exposure

The Foreign currency exchange rate exposure is partly balanced through natural hedge. This provide an economic
hedge without derivatives being entered into and therefore hedge accounting not applied in these circumstances.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company''s policy is to ensure
that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary
to address short-term imbalances.

The company can enter into foreign currency forward contracts and other authorized derivative contracts, which
are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting
currency required or available at the settlement date of certain payables/receivables and borrowings.

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed
and variable rate loans and borrowings.

The Company''s risk management activities are subject to the management, direction and control of Risk Management
Policy for interest rate risk through appropriate policies and procedures identified, measured and managed.

The Company''s fixed rate borrowing are carried at amortised cost. They are therefore not subject to interest rate risk as
defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change
in market interest rate.

For the Company''s floating rate borrowing, the analysis is prepared assuming a 100 basis point increase or decrease is
used, which represents management''s assessment of the reasonably possible change in interest rate.

(c) Liquidity Risk:

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Exposure to Liquidity Risk

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of the financial assets and liabilities. The table below summarises the remaining
contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include
estimated interest payments and exclude the impact of netting agreements.

(b) Defined Benefits Plans

The Company provides for retirement benefits in the form of Gratuity. The Company''s gratuity scheme (unfunded) provides
for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of
an amount equivalent to 15 days salary payable for each completed year of service subject to a ceiling of '' 20 Lakhs. Vesting
occurs upon completion of 05 years of service.

Sensitivities have been calculated to show the movement in Defined Benefit Obligation in isolation and assuming
there are no other changes in market conditions at the accounting date. In presenting the above sensitivity analysis,
the present value of the defined benefit obligations has been calculated using the Projected Unit Credit Method at
the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability
recognised in the balance sheet. This analysis may not be representative of the actual change in the defined benefit
obligation as it is unlikely that the change in the assumptions would occur in isolation of one another as some of the
assumptions may be correlated.

(vii) The weighted average duration of the benefit obligation as at March 31,2025 is 12 years (as at March 31, 2024 is 13
years).

(c) Compensated absence:-

Expenses recognised in the Statement of Profit and Loss amounts to '' 82.32 Lakhs for the year ended March 31,2025 (March
31,2024 was '' 110.32 lakhs).

The current and non-current classification of obligations under defined benefit plans and other long-term benefits is done
bases on the actuarial valuation reports.

45 OPERATING SEGMENT

The Company determines Operating Segments as components of an entity for which discrete financial information is available
that is evaluated regularly by chief operating decision maker (CODM), in deciding how to allocate resources and assessing
performance. a) The Company operates mainly in manufacturing of Dyes, Dyes Intermediates and Basic Chemicals. All other
activities are incidental thereto and integrated, which have similar risk and return.

Considering the nature of Company''s business, as well as based on reviews by CODM to make decisions about resource allocation
and performance measurement, accordingly, there are no separate reportable Segment as far as primary Segment is concerned
in accordance with the requirements of Ind AS - 108 - ''''Operating Segments'''', prescribed under Companies (Indian Accounting
Standards) Rules, 2015.

(a) Bank guarantees include '' 43.00 Lakhs issued to GPCB.

(b) Refer Note no. 51.

(c) Disputed tax liabilities are pending at various forums details of which are mentioned in CARO report.

(b) Capital commitments and other commitments

Estimated amount of contracts pending execution on capital accounts and not provided for (net of advances) is '' 1,305.11
Lakhs (PY '' 1,300.13 Lakhs).

The Company has given capital advances to various equipment suppliers and other parties towards purchase of capital
goods to be used as Plant & Machinery. The amount includes balances outstanding for long against which capital goods
have not been procured by the company. Third party confirmations, reconciliations and other supportive audit evidences
are being requested from vendors to determine outstanding capital advance and its recoverability.

i) Refer Note no. 51.

ii) M/s Kiri Industries Ltd. has given a corporate guarantee of '' NIL (PY 100 Cr) to Vistra ITLC (India) Ltd. (the debenture trustee)
for the purpose of subscirbing the Non-Convertible Secured Debentures of Saptak Buildcon Private Limited by UTI MOF &
UTI SDOF. UTI MOF & SDOF had subscribed for '' 72 Cr NCD of Saptak Buildcon Pvt. Ltd. according to agreement between
the parties in PY.

49 CODE ON SOCIAL SECURITY, 2020 (''CODE'')

The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits
has received Presidential Assent on 28th September, 2020. The Code has been published in the Gazette of Inda. However, the
effective date of the Code is yet to be notified and final rules for quantifying the financial impact are also yet to be issued. In view
of this, the Group will assess the impact of the Code when relevant provisions will be notified and will record related impact, if
any, in the period the Code becomes effective.

50 The company has few foreign currency balances (both receivables and payables) which have been outstanding for a period
which is beyond the prescribed period for settlement as per the guidelines of Reserve Bank of India (RBI) and FEMA. As per
management, the company will take necessary steps in coordination with its bankers to regularise such receivables and payables.

51 During the year, Facility Agreement entered by Kiri Industries Limited ("the Company") with Claronex Holdings Pte. Ltd., a wholly
owned overseas subsidiary of the Company ("Borrower"/"Claronex"), Mr. Manishkumar P Kiri ("Promoter"), Meritz Securities Co.
Ltd. and TCM Asia Private Credit Fund VCC (collectively, "Lenders") and BNP Paribas (acting through its Singapore branch) (as the
"Agent" and "Security Agent (Singapore)") and Catalyst Trusteeship Limited (as the "Security Agent (India)"), in relation to the
credit facilities of USD130 Million availed by the Borrower.

The Company entered into following agreements for securing credit facility provided to Borrower:

• Corporate guarantee dated September 4, 2024 was executed by the Company in favour of the Security Agent (India) for
guarantee amount of USD 169 million till March 31, 2025 and USD178.10 million thereafter till date of repayment of the
Facility;

• Non-disposal undertaking dated September 4, 2024 was executed between the Company, Indo Asia Copper Limited, a step-
down subsidiary of the Company ("IACL") and Security Agent (India) for non-disposal of shareholdings of the Company in
IACL;

• Security agreement dated September 4, 2024 was entered into by the Company with the Security Agent (Singapore) in
relation to present and future shares of Dystar Global Holdings (Singapore) Pte. Ltd. ("Dystar") held by the Company and
other rights in relation to such shares and First fixed charge over all present and future shares of the Borrower owned by the
Company, together with all related rights thereto in favour of the Security Agent (Singapore);

• A deed of hypothecation dated September 4, 2024 was entered into by the Company in favour of the Security Agent
(India) together with a power of attorney in relation to the hypothecated assets such as (1) First ranking charge by way of
hypothecation over the escrow account in India, in favour of the Security Agent (India);

The aforesaid credit facility has been secured by following security:

• First fixed charge over the selected assets owned by the Company by the way of assignments and securities in favour of the
Security Agent (Singapore);

• First fixed charge over all present and future shares of the Borrower owned by the Company, together with all related rights
thereto in favour of the Security Agent (Singapore);

• First ranking charge by way of hypothecation over the escrow accounts in India for the purpose of the Facility Agreement
and other documents in relation thereto (and all amounts lying to the credit of such escrow account including any fixed

deposits etc.) held by the Company, together with a power of attorney in relation to the hypothecated assets, in favour of
the Security Agent (India);

• Security by way of assignment by the Borrower of all its rights under any definitive agreements pertaining to subscription
or transfer of IACL shares to be held by it and any disposal proceeds of the Borrower over the shares of IACL in favour of the
Security Agent (Singapore);

• First fixed charge over the escrow account of the Borrower in Singapore and any other accounts of the Borrower held with
any bank or financial institution in favour of the Security Agent (Singapore);

• First fixed charge over all permitted financial investments of the Borrower, as set out in the Facility Agreement, in favour of
the Security Agent (Singapore);

• First floating charge by the Borrower over all its assets (excluding the shares of IACL) in favour of the Security Agent
(Singapore);

• Non-disposal undertaking by the Company over all the shares held/to be held by it in IACL;

• Non-disposal undertaking by the Borrower over all the shares to be held by it in IACL;

• Unconditional and irrevocable corporate guarantee by the Company;

• Unconditional and irrevocable personal guarantee by Mr. Manish Kiri, promoter of the Company;

Further, Claronex Holdings Pte. Ltd. has acquired 96.83% of shareholding of Indo Asia Copper Limited (The then Subsidiary of
the company) in two tranches vide share subscription agreement dated September 04, 2024. Accordingly, 4,58,56,190 number
of shares were issued by Indo Asia Copper Limited to Claronex Holdings Pte. Ltd. at the rate of '' 226/- per share in the month
of September, 2024 making Indo Asia Copper Limited a subsidiary of Claronex Holdings Pte. Ltd. and consequently step down
subsidiary of the company.

52 The company, Kiri Industries Limited ("Issuer") has realized 50.9485% upfront money amounting to '' 250,67,52,332/- on October
15, 2024 against the 13333789 entire warrants allotted for which pre-preferential approval was sought, made on October 15, 2024.
Further, the Issuer has also realized the balance 49.0515% allotment monies amounting to '' 68,68,49,931/- from the respective
allottee(s) on November 12, 2024 against allotment of 3794751 equity shares made on November 13, 2024 on conversion of
3794751 warrants from the applicants of the aforesaid shares.

53 OTHER ADDITIONAL STATUTORY INFORMATION

i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.

ii) The Company do not have any transactions with companies struck off.

iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
Intermediaries with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

v) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

vi) The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any
other relevant provisions of the Income Tax Act, 1961).

vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017.

viii) As the company has not taken availed any WCL, overdraft, etc from any banks or financial institutions, therefore, quarterly
returns or statements of receivables, inventories and creditors for goods with banks or financial institutions are not required
to be filed by the company.

54 EVENTS AFTER THE REPORTING PERIOD

The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the approved
Standalone Financial Statements to determine the necessity for recognition and/or reporting of any of these events and
transactions in the Standalone Financial Statements as of May 30, 2025 there is no significant events occurred, except disclosed.

In recent development with respect to ongoing legal proceedings concerning disputes between Kiri Industries Limited ("the
Company") and DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar") and Senda International Capital Ltd. ("Senda"), in the
process of en bloc sale of DyStar, Zhejiang Longsheng Group Co. Ltd ("Purchaser") has entered into a Share Purchase Agreement
("SPA") on May 29, 2025 with Mr. Matthew Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei Cheong of Deloitte & Touche LLP,
acting as court-appointed joint and several receivers ("Receivers"), and Kiri Industries Limited ("the Company") whose signatory
to SPA are also court-appointed joint and several receivers.

Under the terms of the agreement, the Purchaser has agreed to acquire 2,623,354 equity shares, representing 37.57% of the
paid-up share capital of DyStar Global Holdings (Singapore) Pte. Ltd. ("DyStar") held by the Company, for a base consideration
of USD 676,260,000. An additional consideration of USD 20,287,800 is payable by the Purchaser to address any shortfall in the
base consideration or to fulfil the Purchaser''s obligations under the SPA. The total consideration for the transaction may also be
further adjusted pursuant to the terms of the SPA. The long-stop date for the fulfilment or waiver of the last of the conditions in
the SPA is scheduled for October 2, 2025, and may be extended, if required, up to November 3, 2025 (or such other date as the
Receivers and Purchaser may agree in writing). This transaction is subject to customary closing conditions and, where applicable,
regulatory approvals and hence dependent on purchaser''s ability to fulfill the conditions required for execution of SPA.

55 NEW AND AMENDMENTS STANDARDS

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified Ind AS - 117
Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the
Company w.e.f. April 1,2024. The Company has reviewed the new pronouncements and based on its evaluation has determined
that it does not have any significant impact in its Standalone Financial Statements.

56 The previous year figures are regrouped or reclassified according to current year grouping and classification.

As per our attached report of even date

For, Pramodkumar Dad & Associates For and on behalf of the Board of Directors

Chartered Accountants

Abhishek Dad Manish Kiri Dr. Girish Tandel

Partner Chairman and Managing Director Whole-Time Director

MRN : 131918 DIN : 00198284 DIN : 08421333

FRN : 115869W

Suresh Gondalia Jayesh Vyas

Company Secretary Chief Financial Officer

Place : Ahmedabad Place : Ahmedabad

Date : May 30, 2025 Date : May 30, 2025

1.19 PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement. Provisions are not recognised for future operating losses.

Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

As a policy, the company is regularly accessing the liability arising due to delay in fulfillment of the obligation against advance licenses taken for duty free import of the goods / various investment related schemes and required provisions are carried out in the books.

Contingent Liability is disclosed in the case of:

> A present obligation arising from the past events, when it is not probable that an outflow of resources will be required to settle the obligation;

> A present obligation arising from the past events, when no reliable estimate is possible;

> A possible obligation arising from the past events, unless the probability of outflow of resources is remote.

Contingent liabilities are not provided for and if material, are disclosed by way of notes to accounts. Contingent assets are not recognized in financial statements. However, the same is disclosed, where an inflow of economic benefit is probable.

1.20 LEASES

The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a define period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified assets, the Company assesses whether:

(i) the contact involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

As a lessee, the Company recognises a right of use asset and a lease liability at the lease commencement date. The right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right of use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right of use asset or the end of the lease term. The estimated useful lives of right of use assets are determined on the same basis as those of property and equipment. In addition, the right of use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company''s incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.

Lease payments included in the measurement of the lease liability comprise the fixed payments, including in-substance fixed payments and lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option; The lease liability is measured at amortised cost using the effective interest method.

The Company has elected not to recognise right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. The Company applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date.

1.21 GOVERNMENT GRANTS

Government grants are recognised when there is reasonable assurance that the grant will be received and all attached conditions complied in. When the grant relates to an expense item, it Is recognised as Income on a systematic basis over the years that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as an income in equal amounts over the expected useful life of the related asset.

1.22 SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the company''s Chief Operating Decision Maker ("CODM") to make decisions for which discrete financial information is available. Based on the management approach as defined in Ind AS 108 - Operating Segments, the CODM evaluates the Company''s performance and allocates resources based on an analysis of various performance indicators by business segments and geographic segments.

1.23 EARNING PER SHARE

Basic Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Earnings considered in ascertaining the Company''s earnings per share is the net profit or loss for the year after deducting preference dividends and any attributable tax thereto for the year. The weighted average number of equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources.

Diluted Earnings Per Share

For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

1.24 DIVIDEND DISTRIBUTIONS

The Company recognizes a liability to make the payment of dividend to owners of equity, when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

1.25 CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents comprise cash and deposits with banks. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

1.26 STATEMENT OF CASH FLOWS

Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing Cash Flows. The cash flows from operating, investing and financing activities of the Company are segregated.

1.27 EVENTS OCCURING AFTER THE REPORTING DATE

Adjusting events occurring after the balance sheet date are recognized in the financial statements. Material non adjusting events occurring after the balance sheet date that represents material change and commitment affecting the financial position are disclosed in the Director''s Report.

1.28 EXCEPTIONS ITEMS

Certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary activities of the Company is such that disclosure improves the understanding of the performance of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed in the notes accompanying to the financial statements.

41 FINANCIAL INSTRUMENTS A Capital Management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements.

To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Company monitors capital using a ratio of ''Adjusted Net Debt'' to ''Adjusted Equity''. For this purpose, adjusted net debt is defined as total Liabilities, comprising Interest-bearing Loans and Borrowings and obligations under Finance Leases, less Cash and Cash Equivalents. Adjusted Equity comprises all components of Equity.

(ii) Measurement of Fair values and Sensitivity analysis Fair Value Hierarchy

The fair value of the Financial Assets and Liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company uses the following hierarchy for determining and/or disclosing the fair value of Financial Instruments by valuation techniques:

Financial assets and financial liabilities measured at fair value in the Balance Sheet are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the Assets or Liabilities, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

Level 3: Inputs for the Assets or Liabilities that are not based on observable market data (unobservable inputs)

The cost of unquoted investments included in Level 3 fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range

(b) Financial Instrument measured at Amortised Cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

42 FINANCIAL RISK MANAGEMENT, OBJECTIVE AND POLICIES

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages market risk through treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The finance team recommends risk management objectives and policies. The activities of this operations include management of cash resources, hedging of foreign currency exposure, credit control and ensuring compliance with market risk limits and policies. The Company''s Management reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

The Company has exposure to the following risks arising from financial instruments:

(a) Credit Risk

(b) Liquidity Risk and

(c) Market Risk

(a) Credit Risk:

Credit risk refers to risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to credit risk arising from its operating activities primarily from trade receivables, from financing activities primarily relating to parking of surplus funds as Deposits with Banks, investments, loans, and security deposits.

The carrying amounts of financial assets represent the maximum credit risk exposure. Credit risk assessment on various components is described below:

(i) Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the standard payment and delivery terms and conditions are offered. The

Company''s review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are established for each customer and reviewed periodically.

The Company measures the expected credit loss of trade receivables from customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, as per management perceptions, the provision for loss on collection is made on trade receivables based on Expected Credit Loss Model (ECL) as below:

(ii) Cash and cash equivalents and bank deposits

Credit risk from balances with Banks and Financial Institutions is managed by the Company''s treasury department. Investments of surplus funds are made only with approved counter parties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty''s potential failure to make payments.

(iii) Security Deposits and Loans

This consists of loans given to Employees and Security Deposits given to utility providers like Electricity companies and others. These carries limited credit risk based on the financial position of parties and Company''s historical experience of dealing with these parties.

(b) Market Risk:

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.

(i) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and SGD. The Company has in place the Risk management policy to manage the foreign exchange exposure

The Foreign currency exchange rate exposure is partly balanced through natural hedge. This provide an economic hedge without derivatives being entered into and therefore hedge accounting not applied in these circumstances.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company''s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

The company can enter into foreign currency forward contracts and other authorized derivative contracts, which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables/receivables and borrowings.

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

The Company''s risk management activities are subject to the management, direction and control of Risk Management Policy for interest rate risk through appropriate policies and procedures identified, measured and managed.

46 OPERATING SEGMENT

The Company determines Operating Segments as components of an entity for which discrete financial information is available that is evaluated regularly by chief operating decision maker (CODM), in deciding how to allocate resources and assessing performance. a) The Company operates mainly in manufacturing of Dyes, Dyes Intermediates and Basic Chemicals. All other activities are incidental thereto and integrated, which have similar risk and return

Considering the nature of Company''s business, as well as based on reviews by CODM to make decisions about resource allocation and performance measurement, accordingly, there are no separate reportable Segment as far as primary Segment is concerned in accordance with the requirements of Ind AS - 108 - ''''Operating Segments'''', prescribed under Companies (Indian Accounting Standards) Rules, 2015.

ii) M/s Kiri Industries Ltd. has given a corporate guarantee of ? 100 Cr (PY Nil) to Vistra ITLC (India) Ltd. (the debenture

trustee) for the purpose of subscirbing the Non-Convertible Secured Debentures of Saptak Buildcon Private Limited by UTI MOF & UTI SDOF. UTI MOF & SDOF had subscribed for ? 72 Cr NCD of Saptak Buildcon Pvt. Ltd. according to agreement between the parties.

50 CODE ON SOCIAL SECURITY, 2020 (''CODE'')

The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits has received Presidential Assent on September 28, 2020. The Code has been published in the Gazette of Inda. However, the effective date of the Code is yet to be notified and final rules for quantifying the financial impact are also yet to be issued. In view of this, the Group will assess the impact of the Code when relevant provisions will be notified and will record related impact, if any, in the period the Code becomes effective.

51 The previous year figures are regrouped or reclassified according to current year grouping and classification.

52 The company has few foreign currency balances (both receivables and payables) which have been outstanding for a period which is beyond the prescribed period for settlement as per the guidelines of Reserve Bank of India (RBI) and FEMA. As per management, the company will take necessary steps in coordination with its bankers to regularise such receivables and payables.

53 During the year, the company entered into loan agreement with Saptak Buildcon Private Limited (SBPL) (Entity over which relative of Director / KMP have control or significant influence) on April 20, 2023 to borrow approximately ? 100 crores.

SBPL issued Senior, Secured, Unrated, Unlisted Non-Convertible Debentures of the value of approximately ? 100 Crores vide Debenture Trust Deed dated April 13, 2023 executed between SBPL, Kiri Industries Ltd. and Vistra ITCL India Ltd. and Others. The subscribers to NCD are UTI Multi Opportunities Fund and UTI Structured Debt Opportunities Fund, which are registered under SEBI Act and they were alloted NCDs of the value of ? 72 Crores till the date of Audit Report. For this purpose the company has hypothecated / mortgaged its receivables, current assets, monies and immovable properties (Agriculture, Non-agriculture and lease-hold lands).

The entire borrowing by SBPL has been lent to company on interest at the rate charged by the subscribers of NCD as the ultimate beneficiary is Kiri Industries Ltd.

Out of funds borrowed, the company has utilised amount towards payment of the legal fees/professional fees charged in relation to the ongoing legal proceeding between Kiri Industries Ltd., (the Company / KIL) and DyStar Global Holdings (Singapore) Pte. Ltd. (DyStar) & Senda International Capital Ltd. (Senda) and the balance proceeds was utilised towards general corporate purpose, transaction related expenses and working capital purpose. Kindly refer Emphasis of Matter related to status of legal proceedings.

54 OTHER ADDITIONAL STATUTORY INFORMATION

i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii) The Company do not have any transactions with companies struck off.

iii) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

iv) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

v) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

vi) The Company have no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

vii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

viii) As the company has not taken/availed any WCL, overdraft, etc from any banks or financial institutions, therefore, quarterly returns or statements of receivables, inventories and creditors for goods with banks or financial institutions are not required to be filed by the company.

55 NEW AND AMENDMENTS STANDARDS

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated March 31, 2023 to amend the following Ind AS which are effective for annual periods beginning on or after April 01, 2023. The Company applied for the first-time these amendments:

Definition of Accounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.

The amendments had no impact on the Company''s standalone financial statements.

Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose a ''significant'' accounting policies with a requirement to disclose their ''material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures..

TheamendmentshavehadanimpactontheCompany''sdisclosuresofaccounting policies, butnoton themeasurement, recognition or presentation of any items in the Company''s financial statements.

Deferred tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences such as leases.

There was also no impact on the opening retained earnings.

56 STANDARDS (INCLUDING AMENDMENTS) ISSUED BUT NOT YET EFFECTIVE

There are no standards that are notified and not yet effective as on the date.

As per our attached report of even date For and on behalf of the Board of Directors

For Pramodkumar Dad & Associates

Chartered Accountants ^{Manish Kiri Dr}. ^{Girish Tandel}

Chairman & Managing Director Whole-Time Director

DIN :00198284 DIN:08421333

^{Pramod Dad} Suresh Gondalia Jayesh Vyas

Partner

Company Secretary Chief Financial Officer

MRN : 038261 FRN : 115869W

Ahmedabad, May 30, 2024 Ahmedabad, May 30, 2024

PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and a reliable estimate can
be made of the amount of the obligation. When
the Company expects some or all of a provision to
be reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a
separate asset, but only when the reimbursement is
virtually certain. The expense relating to a provision is
presented in the Statement of Profit and Loss net of
any reimbursement. Provisions are not recognised for
future operating losses.

Provisions are measured at the present value of
management''s best estimate of the expenditure
required to settle the present obligation at the end
of the reporting period. The discount rate used to
determine the present value is a pre-tax rate that
reflects current market assessments of the time value
of money and the risks specific to the liability. The
increase in the provision due to the passage of time is
recognised as interest expense.

As a policy, the company is regularly accessing
the liability arising due to delay in fulfillment of
the obligation against advance licenses taken for
duty free import of the goods / various investment
related schemes and required provisions are carried
out in the books.

Contingent Liability is disclosed in the case of:

> A present obligation arising from the past events,
when it is not probable that an outflow of
resources will be required to settle the obligation;

> A present obligation arising from the past events,
when no reliable estimate is possible;

> A possible obligation arising from the past
events, unless the probability of outflow of
resources is remote.

Contingent liabilities are not provided for and if
material, are disclosed by way of notes to accounts.
Contingent assets are not recognized in financial
statements. However, the same is disclosed, where an
inflow of economic benefit is probable.

1.20 LEASES

The Company assesses whether a contract contains
a lease, at inception of a contract. A contract is, or
contains, a lease if the contract conveys the right to
control the use of an identified asset for a define
period of time in exchange for consideration. To assess
whether a contract conveys the right to control the use
of an identified assets, the Company assesses whether:

(i) the contact involves the use of an identified asset

(ii) the Company has substantially all of the economic
benefits from use of the asset through the period of
the lease and (iii) the Company has the right to direct
the use of the asset.

As a lessee, the Company recognises a right of use
asset and a lease liability at the lease commencement
date. The right of use asset is initially measured at
cost, which comprises the initial amount of the lease
liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less
any lease incentives received.

The right of use asset is subsequently depreciated
using the straight-line method from the
commencement date to the earlier of the end of the
useful life of the right of use asset or the end of the
lease term. The estimated useful lives of right of use
assets are determined on the same basis as those of
property and equipment. In addition, the right of use
asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the
lease liability.

The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the Company''s incremental borrowing
rate. For leases with reasonably similar characteristics,
the Company, on a lease by lease basis, may adopt
either the incremental borrowing rate specific to

the lease or the incremental borrowing rate for the
portfolio as a whole.

Lease payments included in the measurement of the
lease liability comprise the fixed payments, including
in-substance fixed payments and lease payments
in an optional renewal period if the Company is
reasonably certain to exercise an extension option;
The lease liability is measured at amortised cost using
the effective interest method.

The Company has elected not to recognise right of
use assets and lease liabilities for short-term leases
that have a lease term of 12 months or less and leases
of low-value assets. The Company recognises the
lease payments associated with these leases as an
expense on a straight-line basis over the lease term.
The Company applied a single discount rate to a
portfolio of leases of similar assets in similar economic
environment with a similar end date.

1.21 GOVERNMENT GRANTS

Government grants are recognised when there is
reasonable assurance that the grant will be received
and all attached conditions complied in. When the
grant relates to an expense item, it Is recognised as
Income on a systematic basis over the years that the
related costs, for which it is intended to compensate,
are expensed. When the grant relates to an asset, it is
recognised as an income in equal amounts over the
expected useful life of the related asset.

1.22 SEGMENT REPORTING

An operating segment is a component of the Company
that engages in business activities from which it may
earn revenues and incur expenses, whose operating
results are regularly reviewed by the company''s Chief
Operating Decision Maker ("CODM") to make decisions
for which discrete financial information is available.
Based on the management approach as defined in Ind
AS 108 - Operating Segments, the CODM evaluates
the Company''s performance and allocates resources
based on an analysis of various performance indicators
by business segments and geographic segments.

1.23 EARNING PER SHARE

Basic Earnings Per Share

Basic earnings per share is calculated by dividing the
net profit or loss for the year attributable to equity
shareholders by the weighted average number of
equity shares outstanding during the year. Earnings
considered in ascertaining the Company''s earnings
per share is the net profit or loss for the year after
deducting preference dividends and any attributable
tax thereto for the year. The weighted average number
of equity shares outstanding during the year and for

all the years presented is adjusted for events, such as
bonus shares, other than the conversion of potential
equity shares, that have changed the number of
equity shares outstanding, without a corresponding
change in resources.

Diluted Earnings Per Share

For the purpose of calculating diluted earnings per
share, the net profit or loss for the year attributable to
equity shareholders and the weighted average number
of shares outstanding during the year is adjusted for
the effects of all dilutive potential equity shares.

1.24 DIVIDEND DISTRIBUTIONS

The Company recognizes a liability to make the
payment of dividend to owners of equity, when
the distribution is authorised and the distribution
is no longer at the discretion of the Company. As
per the corporate laws in India, a distribution is
authorised when it is approved by the shareholders. A
corresponding amount is recognised directly in equity.

1.25 CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents comprise cash and deposits
with banks. The Company considers all highly liquid
investments with a remaining maturity at the date
of purchase of three months or less and that are
readily convertible to known amounts of cash to be
cash equivalents.

For the purpose of presentation in the statement of
cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions

and other short term, highly liquid investments
with original maturities of three months or less that
are readily convertible to known amounts of cash
and which are subject to an insignificant risk of
changes in value.

1.26 STATEMENT OF CASH FLOWS

Cash Flows are reported using the indirect method,
whereby profit before tax is adjusted for the effects
of transactions of a non-cash nature, any deferrals or
accruals of past or future operating cash receipts or
payments and item of income or expenses associated
with investing or financing Cash Flows. The cash flows
from operating, investing and financing activities of
the Company are segregated.

1.27 EVENTS OCCURING AFTER THE REPORTING DATE

Adjusting events occurring after the balance sheet
date are recognized in the financial statements.
Material non adjusting events occurring after the
balance sheet date that represents material change
and commitment affecting the financial position are
disclosed in the Director''s Report.

1.28 EXCEPTIONS ITEMS

Certain occasions, the size, type or incidence of an
item of income or expense, pertaining to the ordinary
activities of the Company is such that disclosure
improves the understanding of the performance of
the Company, such income or expense is classified as
an exceptional item and accordingly, disclosed in the
notes accompanying to the financial statements.

1 Terms and Conditions of Foreign Currency Convertible Bonds (FCCBs):

The Bond Holder, vide Extra Ordinary Resolution passed on March 24, 2016 has approved to modifications of existing terms and conditions of Foreign Currency Convertible Bonds (FCCBs). The Company has also executed the First Supplemental Trust Deed with the Trustee, the Bank of New York Mellon, London Branch, on March 29, 2016 to give effect of modification of terms of FCCBs. The details of modifications of terms and conditions are reproduced herein under:

a. Maturity of date of Series B, D, E and F Bonds has been extended from January 17, 2018 to January 17, 2022.

- Series A & C - Already converted into equity shares by the Company

-- Series B - 2 partly paid up Bonds have been converted into equity shares by the Company and the remaining 8 bonds have been fully subscribed and therefore, no further subscription is due.

c. Where there is a default by any Series D,E and F bondholder, in paying balance amount due in respect of such bonds, the Company has right to Convert each partly paid up bonds to the extent initial 3% amount paid up on relevant Series

D,E and F bonds and the balance 97% shall stand cancelled and each respective Series D,E and F bonds (on which default has been committed) shall be convertible into fully paid up equity shares of Rs. 10/- each at a premium of Rs. 2.03 per equity share aggregating to Rs. 12.03 per equity share.

2 During the year the Company has allotted 12,94,000 equity shares of Rs. 10 each at an issue price of Rs. 136 per equity share upon conversion of equal number of warrants issued to promoter group on preferential basis as per SEBI (ICDR) Regulations, 2009.

3 Employee Stock Option Scheme:

A. During the financial year ended March 31, 2017, the Nomination and Remuneration Committee of the Company at their meeting held on April 8, 2016 has granted 1,25,000 options to the Eligible Employee of the Company in accordance with the Kiri Industries Limited-Employee Stock Option Scheme- 2014. The Scheme is administered by Kiri Employees Stock Option Trust, an independent trust.

All the Options Outstanding as on March 31, 2016 will be eligible for being exercised @ 20% every year for a period of five years starting from 01.04.2016 to 31.03.2021.

The employee share based payment plans have been accounted based on latest closing market price prior to the date of meeting of Nomination and Remuneration Committee for granting option (i.e.07.04.2015) and total compensation expense has been worked out at Rs. 9,08,68,750, out of which Rs.4,12,17,021/- had been recognized in the F.Y. 2015-16 and Rs. 2,31,65,771/- during the year as '' Employees Compensation Expense''. The balance amount of Rs.2,64,85,958/-has been deferred to be amortized over a period of remaining vesting period of three years based on the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

B. The Securities and Exchange Board of India (SEBI) has issued the SEBI Share Based Employee Benefits Regulation 2014 (the Regulation) which requires the accounting treatment for employee share based payments in compliance with the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

The Company had provided loan of Rs.3,50,00,000 to Kiri Employees Stock Option Trust (ESOS Trust), which has purchased shares of Kiri Industries Limited directly from Kiri Industries Limited equivalent to the number of stock options to be allotted to eligible employees. The repayment of the loans granted by the Company to Kiri Employees Stock Option Trust (ESOS Trust) is dependent on the exercise of the options by the employees to whom options has been granted. As the options worth Rs. 61,25,000/- have been exercised by the employee and the loan to that extent have been repaid by the trust to the company during the year.

4 Related Party Disclosure -

A) Related Party and Their Relationship

Name of the Party Relationship

Synthesis International Limited Wholly Owned Subsidiary

SMS Chemicals Co. Limited Wholly Owned Subsidiary

Chemhub Trading DMCC Wholly Owned Subsidiary

Kiri Laboratories Pvt. Ltd. Directors'' Relative are Key Managerial Personnel

Kiri Peroxide Limited Directors'' Relative are Key Managerial Personnel

Indochin Development Pvt. Ltd. Directors'' Relative are Key Managerial Personnel

Lonsen Kiri Chemical Industries Ltd. Joint Venture

Dystar Global Holdings (Singapore) Pte. Ltd Associate Company

Kiri Infrastructure Pvt. Ltd. Associate Company

Kiri Carbon Pvt. Ltd. Promoters are Key Managerial Personnel

Equinaire Chemtech LLP Promoter Directors are Partners

Mr. Pravin Kiri Key Managerial Personnel

Mr. Manish Kiri Key Managerial Personnel

Mrs. Aruna Kiri Relative of Key Managerial Personnel

Mrs. Anupama Kiri Relative of Key Managerial Personnel

Pravin A. Kiri - HUF HUF of Key Managerial Personnel

5 Social Welfare Expenditure related to Corporate Social Responsibility as per section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs. 67.66 lakhs (PY Rs. 9.56 Lakhs), though not mandatory.

6. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

The details of terms of repayment etc of long term borrowings and current maturity of long term borrowings are given below :

In respect of debts due to Invent Assets Securitization and Reconstruction Private Limited ("Invent") and as per settlement agreements executed by the Company with Invent, the outstanding settlement amount shall be repayable in Monthly/ Quarterly installments starting from September-2015 ending September, 2022. In respect of debts due to Assets Care and Reconstruction Enterprise Limited ("ACRE") and as per settlement agreements executed by the Company with ACRE, the outstanding settlement amount shall be repayable in Monthly/Quarterly installments starting from March, 2015 ending September, 2019.In respect of NCDs, as per settlement agreement executed between sole debenture holder, the Company and Guarantors, total outstanding 335 Non Convertible Debentures ("NCDs") (Series A-207 NCDs and Series B -128 NCDs) of Rs. 10,00,000 each aggregating to Rs. 3350.00 Lakhs shall be repaid at settlement amount of Rs. 2550.00 Lakhs in four quarterly installments starting from June 30, 2016 ending March 31, 2017 along with interest at the rate of 10.75%. p.a.In respect of debts due to Punjab National Bank and as per settlement agreement executed by the Company with Punjab National Bank, the outstanding settlement amount shall be repaid in monthly installment including simple interest at the rate of 10% p.a. starting from October, 2015 to February, 2017.

1. Modifications of Terms and Conditions of Foreign Currency Convertible Bonds (FCCBs):

The Bond Holder, vide Extra Ordinary Resolution passed on March 24, 2016 has approved to modifications of existing terms and conditions of Foreign Currency Convertible Bonds (FCCBs). The Company has also executed the First Supplemental Trust Deed with the Trustee, the Bank of New York Mellon, London Branch, on March 29, 2016 to give effect of modification of terms of FCCBs. The details of modifications of terms and conditions are reproduced herein under:

a. Maturity of date of Series B, D, E and F Bonds has been extended from January 17, 2018 to January 17, 2022.

b. The offer price payable on each of the Series A, B, C, D, E and F FCCB''s shall be payable on the earlier of the Conversion Date or the due date specified in the table below:

* Series A & C - Already converted into equity shares by the Company

** Series B - 2 partly paid up Bonds have been converted into equity shares by the Company and the remaining 8 bonds have been fully subscribed and therefore, no further subscription is due.

c. Where there is a default by any Series D,E and F bond holder , in paying balance amount due in respect of such bonds, the Company has right to Convert each partly paid up bonds to the extent initial 3% amount paid up on relevant Series D,E and F bonds and the balance 97% shall stand cancelled and each respective Series D,E and F bonds (on which default has been committed) shall be convertible into fully paid up equity shares of Rs. 10/- each at a premium of Rs. 2.03 per equity share aggregating to Rs. 12.03 per equity share.

2. During the year the Company has issued 3,68,825 equity shares of Rs. 10.00 each at an issue price of Rs. 12.03 per equity share upon conversion of partly paid up 2 bonds of Series B FCCBs and 25 partly paid up bonds of Series C FCCBs. Expenses incurred towards modifications of terms of FCCBs and conversion of bonds into equity shares have been set off against the securities premium account.

3. During the year the Company has allotted 24,56,000 equity shares of Rs. 10 each at an issue price of Rs. 136 per equity share upon conversion of equal number of warrants issued to promoter group on preferential basis as per SEBI (ICDR) Regulations, 2009. The Company has also issued 10,00,000 equity shares of Rs. 10.00 each at an issue price of Rs. 35.00 per equity shares to Kiri Employee Stock Option Trust in terms of Kiri Industries Limited Employee Stock Option Scheme- 2014.

4. Employee Stock Option Scheme:

A. During the financial year ended 31st March, 2016, the Nomination and Remuneration Committee of the Company at their meeting held on April 7, 2015 has granted 8,75,000 options to the Eligible Employee of the Company in accordance with the Kiri Industries Limited Employee Stock Option Scheme- 2014. The Scheme is administered by Kiri Employees Stock Option Trust, an independent trust. During the year the Company has allotted 10, 00,000 Equity Shares to the trust.

All the Options Outstanding as on March 31, 2016 will be eligible for being exercised @ 20% every year for a period of five years starting from 01.04.2016 to 31.03.2021.

The employee share based payment plans have been accounted based on latest closing market price prior to the date of meeting of Nomination and Remuneration Committee for granting option (i.e.07.04.2015) and total compensation expense has been worked out at Rs. 9,08,68,750, out of which Rs.4,12,17,021/- has been recognized during the year as '' Employees Compensation Expense'' and the balance has been deferred to be amortized over a period of remaining vesting period of four years based on the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

B. The Securities and Exchange Board of India (SEBI) has issued the SEBI Share Based Employee Benefits Regulation 2014 (the Regulation) which requires the accounting treatment for employee share based payments in compliance with the Guidance Note on Accounting for Employee Share-Based Payments issued by the Institute of Chartered Accountants of India (the Guidance Note).

The Company has provided loan of Rs.3,5 0,00,000 to Kiri Employees Stock Option Trust (ESOS Trust), which has purchased equity shares of Kiri Industries Limited directly from Kiri Industries Limited equivalent to the number of stock options to be allotted to eligible employees. The repayment of the loans granted by the Company to Kiri Employees Stock Option Trust (ESOS Trust) is dependent on the exercise of the options by the employees to whom options has been granted.

5 Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned.

6. The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

7. Social Welfare Expenditure related to Corporate Social Responsibility as per section 135 of the Companies Act, 2013 read with Schedule VII thereof Rs.9.56 Lakhs (P.Y. Rs. 33.89 Lakhs) though not mandatory.

8. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

1. Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

2. Contingent Liabilities (Rs. In Lakhs)

Particulars 2014-2015 2013-2014

Guarantees given by Banks on behalf of the Company for various purposes. 182.96 188.29

Corporate Guarantees given by the Company on behalf of the Joint Venture Nil 8,900.00 Company.

Disputed Income Tax / Excise matters for various assessment years for which 1915.95 1,798.13 appeals are pending with Appellate authorities

3. Zero Coupon Foreign Currency Convertible Bonds

On January 16, 2013, the Company has made an issue of zero percent convertible bonds aggregating to USD 15 Million (approximately Rs. 82.17 crores) comprising of 10 (aggregating to US$ 10,00,000) zero percent convertible bonds due 2018 ('Series A FCCBs"), 10 (aggregating to US$ 10,00,000) zero percent convertible bonds due 2018 ('Seres B FCCBs"), 25 (aggregating to US$ 25,00,000) zero percent convertible bonds due 2018 ('Series C FCCBs"), 35 (aggregating to US$ 35,00,000) zero percent convertible bonds due 2018 ('Series D FCCBs"), 35 (aggregating to US$ 35,00,000) zero percent convertible bonds due 2018 ('Series E FCCBs"), 35 (aggregating to US$ 35,00,000) zero percent convertible bonds due 2018 ('Series F FCCBs").

a. Each fully paid up series A, B, C, D, E and F (unless previously redeemed or purchased and cancelled) will be converted by the Bondholder at any time on or after February 16, 2013 but prior to close of business on January 18, 2018. Each bond will be converted into fully paid up equity shares of Rs. 10 each at a premium of Rs. 2.03 per share, at a price of Rs. 12.03 per share at a fixed exchange rate conversion of Rs. 54.7773 per US Dollar.

c. Where there is a default by any Series A, B, C, D, E and F FCCB Bondholder, in paying the balance of the issue amount due in respect of such Bonds, the Company has right to convert each partly paid bonds to the extent amount paid up on the relevant Series A, B, C, D, E and F FCCBs i.e, three percent (3%), and the balance ninety seven percent (97%) shall stand cancelled and each respective Series A, B, C, D, E and F FCCB (on which default has been committed) shall each be convertible into fully paid-up Equity Shares of face value of Rs.10 each at a share price premium of Rs 2.03 per Equity Share, at a price of Rs.12.03 per share.

d. Ninety Seven percent (97%) of the three bonds from Seres A paid on November 8, 2013. Remaining seven bonds of the Series A stand cancelled due to default of the payment by the subscriber of the bonds. The Company has allotted 14,75,126 equity shares at an issue price of Rs. 12.03 per share upon conversion of 3 fully paid up bonds and 7 partly paid up of Series A bonds to the FCCBs Holder.

e. FCCBs holder has paid balance 97% subscription money for 8 bonds of Series B bonds in Escrow Account of Lead Manager and defaulted for payment of balance 97% subscription money for 2 bonds.

f. As per the terms of issue of bonds the subscribers has to pay balance 97% subscription money for 25 bonds of Series C bonds, on 30th March, 2015 and has not paid the said amount.

g. The expenses incurred on issue of zero percent convertibles have been set off against securities premium account.

38 During the Year, the Company has issued and allotted 22,49,947 Equity Shares and issued 37,50,000 warrants convertible into Equity Shares on preferential basis as per SEBI (ICDR) Regulations, 2009. The Company has also allotted 14,75,126 Equity Shares upon conversion of Foreign currency convertible bonds.

4. Related Party Disclosure -

A) Related Party and their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Wholly Owned Subsidiary Private Limited

Synthesis International Limited Wholly Owned Subsidiary

SMS Chemicals Co. Limited Wholly Owned Subsidiary

Chemhub Trading DMCC Wholly Owned Subsidiary

Kiri Investment and Trading Wholly Owned Subsidiary Singapore Private Limited

Kiri Laboratories Pvt. Ltd. Directors Relative of Key Managerial Personnel

Indochin Development Pvt. Ltd. Directors Relative of Key Managerial Personnel

Lonsen Kiri Chemical Industries Ltd. Joint Venture

Dystar Global Holdings Associate Company (Singapore) Pte. Ltd

Kiri Infrastructure Pvt. Ltd. Associate Company

Mr. Pravinbhai Kiri Key Managerial Personnel

Mr. Manishbhai Kiri Key Managerial Personnel

Mrs Arunaben Kiri Relative of Key Managerial Personnel

Mrs Anupama Kiri Relative of Key Managerial Personnel

Pravinbhai Kiri - HUF HUF of Key Managerial Personnel

5. The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

6. Social Welfare Expenditure related to Corporate Social Responsibility as per section 135 of the Companies Act, 2013 read with Schedule VII thereof: Rs.33.89 Lakhs, though not mandatory.

7. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

1. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision f or all known liabilities is adequate and not in excess of the amount reasonably necessary.

2. Extra ordinary items include derivative losses of Rs.2,563.10 lacs (P.Y. 8,118.26 lacs).

3. Contingent Liabilities (Rs. In Lacs)

Particulars 2013-2014 2012-2013

Outstanding Letter of Credits issued by Banks - 555.88

Guarantees given by Banks on behalf of the Company for various purposes. 188.29 168.06

Corporate Guarantees given by the Company on behalf of the Joint Venture Company. 8,900.00 8,900.00

Disputed Income Tax / Excise matters for various assessment years for which appeals are pending with Appellate authorities. 1,798.13 1,930.18

* In addition to the above, various lenders have filed suits or have obtained orders from various legal authorities for which the company has filed appeals / counter litigations. At this stage it is not possible to quantify the liability and being contingent in nature, no provision has been made in accounts.

4. In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

5. Zero Coupon Foreign Currency Convertible Bonds

On January 16, 2013, the Company has made an issue o f zero coupon convertible bonds aggregating to US$ 15 Million (approximately Rs. 82.17 crores) comprising of 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("Series A FCCBs"), 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("Series B FCCBs"), 25 (aggregating to US$ 25,00,000) zero coupon convertible bonds due 2018 ("Series C FCCBs"), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("Series D FCCBs"), 35 (aggregating to US$ 35,00,000) zer o coupon convertible bonds due 2018 ("Series E FCCBs"), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("Series F FCCBs").

a. Each fully paid up series A, B, C, D, E and F, (unless previously redeemed or purchased and cancelled) will be converted by the Bondholder at any time on or after February 16, 2013 but prior to close of business on January 18, 2018. Each bond will be converted into fully paid up equity shares of Rs. 10 each at a premium of Rs. 1.92 per share, at a price of Rs. 11.92 per share at a fixed exchange rate conversion of Rs. 54.7773 per US Dollar.

b. Three percent (3%) of the offer price payable on each of the Series A,B, C, D, E and F FCCBs is paid by the holder of bonds on January 16, 2013. The remaining ninety seven percent (97%) of the payment of the offer price payable on each of the Series A,B, C, D, E and F FCCBs shall be payable.

c. Where there is a default by any Series A, B, C, D, E an d F FCCB Bondholder, in paying the balance of the issue amount due in respect of such Bonds, the Company has right to convert each partly paid bonds to the extent amount paid up on the relevant Series A, B, C, D, E and F FCCBs i.e, three percent (3%), and the balance ninety seven per cent (97%) shall stand cancelled and each respective Series A, B, C, D, E and F FCCB (on which default has been committed) shall each be convertible to fully paid-up Equity Shares of face value of Rs.10 each at a premium of Rs . 1.92 per Equity Share, at a price of Rs.11.92 per share.

d. Ninety Seven per cent (97%) o f the three bonds from Series A paid on November 8, 2013. Remaining seven bonds of the Series A stand cancelled due to default of the payment from the subscriber of the bonds.

e. As per the terms, the company was required to allot equity shares on cancellation of bonds due to default of the payment from the subscriber of the bonds. The company has yet to allot shares for such default of bonds.

f. The expenses in curred on issue of zero coupon convertibles have been set off against securities premium account.

6. Related Party Disclosure –

A) Related Party and their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Wholly Owned Subsidiary Private Limited

Synthesis International Limited Wholly Owned Subsidiary

SMS Chemicals Co. Limited Wholly Owned Subsidiary

Chemhub Trading DMCC Wholly Owned Subsidiary

Kiri Investment and Trading Wholly Owned Subsidiary Singapore Private Limited

Lonsen Kiri Chemical Industries Joint Venture Ltd.

Dystar Global Holdings Associate Company (Singapore) Pte. Ltd

Kiri Infrastru cture Pvt. Ltd. Associate Company

Mr. Pravin A Kiri Key Managerial Personnel

Mr. Manish P Kiri Key Managerial Personnel

Mrs. Arunaben P Kiri Relative of Key Managerial Personnel

Mrs. Anupama M. Kiri Relative of Key Managerial Personnel

Pravin A. Kiri - HUF HUF of Key Managerial Personnel

7. Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned.

8. Employee Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9. The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with inter est paid or payable as per the requirement under the said Act, have not been made.

10. Derivative Instruments:

The company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks. Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting of Derivatives, details of derivatives contracts outstanding as on March 31, 2014.

1. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

2. Extra ordinary items include derivative losses of Rs. 8,118.26 lacs & loss on conversion of foreign currency loans to Indian currency following restructuring of loans by the banks of Rs. 3,040.93 lacs.

3 Contingent Liabilities (Rs. In Lacs)



Particulars 2012-2013 2011-2012

Outstanding Letter of Credits issued by Banks 555.88 2,298.22

Guarantees given by Banks on behalf of the Company for various purposes. 168.06 25,286.23

Corporate Guarantees given by the Company on behalf of the 8,900.00 8,900.00

Joint Venture Company.

Corporate Guarantees given by the Company on behalf of - 8,865.27 wholly owned Subsidiary Company.

Disputed Income Tax / Excise matters for various assessment years for 1930.18 1,886.44 which appeals are pending with Appellate authorities.

In addition to the above, various lenders have filed suits or have obtained orders from various legal authorities for which the company has filed appeals / counter litigations. At this stage it is not possible to quantify the liability and being contingent in nature, no provision has been made in accounts. Further, no provision has been made in accounts in respect of import duty which may become payable on failure to comply with necessary export obligations.

4 During the year under review, at the express request by the company, the consortium bankers agreed to restructure their loans and accordingly, all the foreign currency loans were converted into local currency loans, part of working capital loans were converted into term loans, derivative losses were funded and other concessions were also given by the banks on stipulated terms and conditions. Similarly, non consortium bankers have also sanctioned certain concessions to the company on stipulated terms and conditions.

5 In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

6. Zero Coupon Foreign Currency Convertible Bonds

On January 16, 2013, the Company has made an issue of zero coupon convertible bonds aggregating to USD 15 Million (approximately Rs. 82.17 crores) comprising of 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("˜Series A FCCBs" ), 10 (aggregating to US$ 10,00,000) zero coupon convertible bonds due 2018 ("˜Series B FCCBs" ), 25 (aggregating to US$ 25,00,000) zero coupon convertible bonds due 2018 ("˜Series C FCCBs" ), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("˜Series D FCCBs" ), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("˜Series E FCCBs" ), 35 (aggregating to US$ 35,00,000) zero coupon convertible bonds due 2018 ("˜Series F FCCBs" )

a. Each fully paid up series A, B, C, D, E and F, (unless previously redeemed or purchased and cancelled) will be converted by the Bondholder at any time on or after February 16, 2013 but prior to close of business on January 18, 2018. Each bond will be converted into fully paid up equity shares of Rs. 10 each at a premium of Rs. 1.92 per share, at a price of Rs. 11.92 per share at a fixed exchange rate conversion of Rs. 54.7773 per US Dollar.

b. Three percent (3%) of the offer price payable on each of the Series A,B, C, D, E and F FCCBs is paid by the holder of bonds on January 16, 2013. The remaining ninety seven percent (97%) of the payment of the offer price payable on each of the Series A,B, C, D, E and F FCCBs shall be payable on the earlier of the Conversion Date or the due date specified in the table below :

c. Where there is a default by any Series A, B, C, D, E and F FCCB Bondholder, in paying the balance of the issue amount due in respect of such Bonds, the Company has right to convert each partly paid bonds to the extent amount paid up on the relevant Series A, B, C, D, E and F FCCBs i.e, three percent (3%) and the balance ninety seven percent (97%) shall stand cancelled and each respective Series A, B, C, D, E and F FCCB (on which default has been committed) shall each be convertible to fully paid-up Equity Shares of face value of Rs.10 each at a premium of Rs. 1.92 per Equity Share, at a price of Rs.11.92 per share.

d. The expenses incurred on issue of zero coupon convertibles have been set off against securities premium account.

7. The Company had acquired DyStar Group in February, 2010 jointly with its Chinese Partner, Well Prospering Limited (WPL) which had invested Euro 22 Million in DyStar Group in form of Zero Coupon Convertible Bond with an option of conversion of same in equity shares any time within five years of the date of issue of Bond. On July 14 2012, Well Prospering Limited has transferred zero coupon convertible bond of Euro 22 million to Senda International Capital Limited. On 26th December, 2012 Senda International Capital Limited has exercised its right and converted the same into Equity. As a result, the company''s stake has reduced to 37.15 % in DyStar Global Holdings (Singapore) Pte Ltd.

8 Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned :

9 The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

10 Derivative Instruments:

The company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.

Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting of Derivatives, details of derivatives contracts outstanding as on 31st March, 2013 are as under:

11 Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

1 DEFERRED TAX

The Company estimates deferred tax liabilities using the applicable rate of taxation based on the impact of timing difference between financial statements and estimated taxable income for the current year. The net deferred tax liabilities as at March 31, 2012 is given as below:

2 The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3 Exceptional items include derivative losses of Rs. 2,184.12 lacs.

4 Contingent Liabilities (Rs. In Lacs)

Particulars 2011-2012 2010-2011

Outstanding Letter of Credits issued by Banks. 2,298.22 3,391.67

Guarantees given by Banks on behalf of the Company for various purposes. * 25,286.23 33,865.38

Corporate Guarantees given by the Company on behalf of the 8,900.00 8,900.00

Joint Venture Company.

Corporate Guarantees given by the Company on behalf of wholly owned Subsidiary Company. * 8,865.27 10,000.00

Disputed Income Tax / Excise matters for various assessment years for 1,886.44 1,443.52

which appeals are pending with Appellate authorities.

* Out of the above, the loans availed for Dystar Acquisition have been paid after 31st March, 2012 in full for which the Company had given corporate guarantees amounting to Rs. 33936.44 lacs.

5 In order to reduce the impact of existing debt and to ensure smoother cash flow, the Company has requested its consortium bankers to provide relaxation to its debts to which the consortium bankers have agreed in principle. The final approval from some banks has been received whereas that from the remaining banks is awaited. Further, due to heavy recession and sluggish market, the Company has decided to shelve some of the projects under construction. The losses which are likely to occur on sale or disposal are unascertainable at this stage and therefore no provision has been made in accounts for the same. The Company is under negotiation with banks for funding of these losses.

6 In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

7 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges:

(a) Loans and advances in the nature of Loans given to subsidiaries and associates in which Directors are interested.

Note: The figures of SMS Chemicals Co. Limited subsidiaries have been compiled from 29th October 2011 to 31st March 2012, as the entities become related party from 29th October 2011.

As there is no commission paid to any of the Directors, the computation of profit u/s 198 and 350 of the Companies Act, 1956 has not been given.

8 Segment Reporting

The Company operates mainly in manufacturing of Dyes, Dyes intermediates and Basic Chemicals. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned :

9 Employees Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

10 The Company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the Balance Sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

11 Derivative Instruments:

The Company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.

Consequent to the announcement issued by the Institute of Chartered Accountants of India on Accounting of Derivatives, details of derivatives contracts outstanding as on March 31, 2012 are as under:

In respect of the outstanding derivatives and forward contracts, the Company has booked losses of Rs. 6135.27 lacs after 31st March, 2012 following the termination for unexpired leg of contracts. The Company has requested the relevant bankers for funding of this loss which is under consideration by the bank. Upon such termination, the hedge of export receivable now stands cancelled implying the exchange rate risk on the export is now open to market fluctuation. The contracts with other banks are under negotiation for funding.

12 Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

1. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

2. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3. Exceptional items include derivative losses of Rs. 388.45 Lacs, one time appraisal fees Rs. 400.00 Lacs, legal expenses on dispute settlement on Acquisition of Rs. 307.01 Lacs and reversal of provision of income on settlement Rs. 188.42 Lacs.

(Rs. In Lacs)

2010-11 2009-10

4 Contingent Liabilities

Outstanding Letter of Credits issued by Banks 3391.67 2,196.58

Guarantees given by Banks on behalf of the Company for various purposes 33,865.38 33,667.73

Corporate Guarantees given by the Company on behalf of the Joint Venture Company. 8,900.00 8,900.00

Corporate Guarantees given by the Company on behalf of wholly owned Subsidiary Company. 10,000.00 10,000.00

Disputed Income Tax / Excise matters for various assessment years for which 1,443.52 1,386.00 appeals are pending with Appellate authorities.

5 Secured Loans

Term loans/Corporate Loan from State Bank of India, Bank of India and Oriental Bank of Commerce are secured by (1) first pari passu charge on specified Fixed Assets of the Company located at Vatva and Padra factory premises (2) second pari passu charge on Fixed Assets of intermediates expansion project of the Company and entire movable plant and machinery & current assets of the Company and (3) the personal guarantee of the promoters/directors of the Company. Term loan from Bank of India for Sulphuric Acid Project is secured by (1) first and exclusive charge on specified Plant & Machinery (2) first pari passu charge on specified Fixed Assets of the Company located at Vatva and Padra factory premises (3) second pari passu charge on Fixed Assets of intermediates expansion project of the Company and entire movable plant and machinery & current assets of the Company and (4) the personal guarantee of the promoters/ directors of the Company. Working Capital loans from State Bank of India, Bank of India, Oriental Bank of Commerce, Export Import Bank of India, Punjab National Bank and Standard Chartered Bank are secured by (1) hypothecation of Raw Materials, Stock in Process, Finished Goods, Stores, Spares, Consumables, Receivables and all others present and future chargeable current assets by way of first charge ranking pari passu (2) second pari passu charge by way of extension of charge over entire Fixed Assets of the Company situated at Vatva and Padra factory premises, including Fixed Assets of intermediates expansion project of the Company and (2) the personal guarantee of the promoters/ directors of the Company. Term Loans from State Bank of India and Punjab National Bank for Intermediate expansion project are secured by (1) First pari passu charge on Fixed Assets of intermediates expansion project of the Company located at padra, Vadodara (2) second charge on entire Fixed Assets of the on specified Fixed Assets of the Company and located at Vatva and Padra factory premises and entire movable plant and machinery & current assets of the Company and (3) the personal guarantee of the promoters/directors of the Company. Corporate Loan of State Bank of India further secured by Pledge of Shares of the Company held by Promoter of the Company and pledge of Key man insurance policy of Managing Director of the Company. Term Loan of Bank of India for sulfuric acid project further secured by Pledge of shares of the Company held by promoter of the Company. Factoring facilities from SBI Global Factors Limited are secured by hypothecation of stock, book debts and receivables of specific customers/suppliers of the Company. Both term loans and working capital facilities are collaterally secured on pari passu basis by equitable mortgage of immovable properties belonging to the promoters of the Company and assignment of key man insurance policy of the Managing Director of the Company.

6. In view of the exemption granted vide notification number S.O. 301(E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the information required vide para 3(i)(a), 3(ii)(a), 3(ii)(b), 3(ii)(d) of part II of Schedule VI of the Companies Act, 1956 has not been given.

7. Related Party Disclosure

A) Related Party And Their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Private Limited Wholly Owned Subsidiary

Kiri Holding Singapore Private Limited Wholly Owned Subsidiary

Synthesis International Limited Wholly Owned Subsidiary

Kiri Investment and Trading Singapore Private Limited Step down subsidiary

DyStar Colours Deutschland GmbH Step down subsidiary

DyStar Colours Distribution GmbH Step down subsidiary

DyStar Nanjing Colours Co., Ltd. Step down subsidiary

DyStar Pakistan (Pvt) Ltd. Step down subsidiary

DyStar (Singapore) Pte. Ltd. Step down subsidiary

DyStar South Africa (PTY) Ltd. Step down subsidiary

DyStar Taiwan Ltd. Step down subsidiary

DyStar Tekstil Boya ve Teknol Sanayi Ticaret Limited Sirketi Step down subsidiary

DyStar Textile Services (Shanghai) Co Ltd. Step down subsidiary

DyStar Thai Ltd. Step down subsidiary

DyStar UK Ltd. Step down subsidiary

DyStar Wuxi Colours Co. Ltd. Step down subsidiary

PT DyStar Colours Indonesia Step down subsidiary

Boehme Asia Limited Step down subsidiary

Dr. TH. Boehme Chem. Fabrik GmbH Step down subsidiary

DyStar Anilinas Texteis Lda. Step down subsidiary

DyStar (Shanghai) Trading Co. Ltd Step down subsidiary

DyStar Auxiliaries Qingdao Co. Ltd. Step down subsidiary

DyStar Benelux S.P.R.L. Step down subsidiary

DyStar Chemicals Israel Ltd. Step down subsidiary

DyStar China Ltd. Step down subsidiary

DyStar de Mexico, S. de R.L. de C.V. Step down subsidiary

DyStar France S.A.R.L. Step down subsidiary

DyStar Hispania, S.L. Step down subsidiary

DyStar India Private Limited Step down subsidiary

DyStar Industria e Comercio de Produtos Quimicos Ltda. Step down subsidiary

DyStar Italia S.r.l Step down subsidiary

DyStar Japan Ltd. Step down subsidiary

DyStar Kimya Sanayi ve Ticaret Ltd. Step down subsidiary

DyStar Korea Ltd. Step down subsidiary

DyStar Boehme Africa (Pty) Ltd. Step down subsidiary

Boehme South America Industrial Ltda. Step down subsidiary

Texanlab Laboratories Private Limited Step down subsidiary

Boehme (Hangzhou) Chemical Auxiliary Co. Ltd. Step down subsidiary

DyStar Denim GmbH Step down subsidiary

Boehme Argentina S.R.L. Step down subsidiary

Amichem Chemicals Ltd. Step down subsidiary

DyStar Acquisition Corporation Step down subsidiary

DyStar Americas Holding Corp. Step down subsidiary

DyStar LP Step down subsidiary

Boehme Filatex Canada Inc. Step down subsidiary

DyStar Auxiliaries GmbH Step down subsidiary

Lonsen Kiri Chemical Industries Ltd. Joint Venture

Mr. Pravin A. Kiri Key Managerial Personnel

Mr. Manish P. Kiri Key Managerial Personnel

Mrs. Aruna P. Kiri Key Managerial Personnel

Mr. Shanker R. Patel Key Managerial Personnel

Kiri Infrastructure Pvt. Ltd. Associate Company

Unique Dyechem Entity Controlled by Key Managerial Personnel

8. Employees Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9 The Company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

10. Derivative Instruments:

The Company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.

1. Figures have been rounded off to the nearest rupee and figures of previous year have been regrouped, reclassified and readjusted wherever found necessary.

2. The Debit and Credit balances of debtors, creditors, loans and advances are subject to confirmation and reconciliation, if any and they are stated in the Balance Sheet if realized in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

3. During the year under review, a survey u/s. 133A of the Income Tax Act, 1961 was conducted by the Income Tax Department. The company disclosed a sum of Rs. 2489 Lacs towards land and stock of goods. Appropriate entries have been passed in the books of accounts by the Company. The company carries the inventory disclosed. The disclosed income has been shown under the head Exceptional items.

4. Exceptional items include the amount net of the disclosed income in the Income Tax Survey and Derivative Losses.

5. During the year, the 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.

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

(Rs. in Lacs) 2009-10 2008-09

7 Estimated amount of contracts remaining to be executed on capital 444.14 770.07 account and not provided for

8 Contingent Liabilities

Outstanding Letter of Credits issued by Banks 2,196.58 2,124.39

Guarantees given by Banks on behalf of the Company for various purposes 33,667.73 93.00

Corporate Guarantees given by the Company on behalf of the Joint Venture Company. 8,900.00 0.00

Corporate Guarantees given by the Company on behalf of the Subsidiary Company. 10,000.00 0.00

Disputed Income Tax/Excises matters for various assessment years for which 607.26 327.69 appeals are pending with Appellate authorities.

9. Secured Loans

Term loan from State Bank of India, Bank of India and Oriental Bank of Commerce are secured against first charge ranking pari passu on specified fixed assets of the company created / to be created out of the said loan and located at Vatva and Padra factory premises, extension of charge over chargeable current assets of the company ranking pari passu and by the personal guarantee of the promoters/directors of the company.

Term loan from Bank of India for Sulphuric Acid Project is secured by the first and exclusive charge on specified plant & Machinery.

Working Capital loans from State Bank of India, Bank of India, Oriental Bank of Commerce and EXIM Bank are secured against hypothecation of Raw Materials, Stock in Process, Finished Goods, Stores, Spares, Consumables, Receivables and all other present and future chargeable current assets by way of first charge ranking pari passu and second Pari passu charge by way of extension of charge over Fixed Assets of the company situated at Vatva and Padra factory premises and by the personal guarantee of the promoters/ directors of the company.

Both term loans and working capital facilities are collaterally secured on pari passu basis by equitable mortgage of immovable properties belonging to the chairman and one director of the company and assignment of key man insurance policy of the managing director of the company.

10. Related Party Disclosure

A) Related Party and their Relationship

Name of the Party Relationship

Kiri International (Mauritius) Private Limited Wholly Owned Subsidiary

Kiri International Hong Kong Limted Wholly Owned Subsidiary

Kiri Holding Singapore Private Limited Wholly Owned Subsidiary

Kiri Investment and Trading Singapore Private Limited Step down subsidiary

DyStar Colours Deutschland GmbH Frankfurt Step down subsidiary

DyStar Colours Distribution GmbH Frankfurt Step down subsidiary

DyStar Nanjing Colours Co., Ltd. Step down subsidiary

DyStar Pakistan (Pvt) Ltd. Step down subsidiary

DyStar Singapore Private Ltd. Step down subsidiary

DyStar South Africa (PTY) Ltd.Step down subsidiary

DyStar Taiwan Ltd. Step down subsidiary

DyStar Tekstil Boya ve Teknolojisi Sanayi Ticaret Limited Sirketi Step down subsidiary

DyStar Textile Services (Shanghai) Co Ltd. Step down subsidiary

DyStar Thai Ltd. Step down subsidiary

DyStar UK Ltd. Step down subsidiary

DyStar Wuxi Colours Co., Ltd. Step down subsidiary

PT DyStar Colours Indonesia Step down subsidiary

Boehme Asia Limited Step down subsidiary

Dr. TH. Boehme Chem. Fabrik Gesellschaft m.b.H Step down subsidiary

DyStar - Anilinas Texteis Lda. Step down subsidiary

DyStar (Shanghai) Trading Co., Ltd Step down subsidiary

DyStar Auxiliaries Qingdao Co., Ltd. Step down subsidiary

DyStar Benelux S.P.R.L. Step down subsidiary

DyStar Chemicals Israel Ltd. Step down subsidiary

DyStar China Ltd. Step down subsidiary

DyStar de Mexico, S. de R.L. de C.V. Step down subsidiary DyStar France S.A.R.L. Step down subsidiary

DyStar Hispania, S.L. Step down subsidiary

Name of the Party Relationship

DyStar India Private Limited Step down subsidiary

DyStar Industria e Comercio de Produtos Quimicos Ltda. Step down subsidiary

DyStar Italia S.r.l Step down subsidiary

DyStar Japan Ltd. Step down subsidiary

DyStar Kimya Sanayi ve Ticaret Ltd. Step down subsidiary

DyStar Korea Ltd. Step down subsidiary

DyStar Boehme Africa (Pty) Ltd. Step down subsidiary

Boehme South America Industrial Ltda. Step down subsidiary

Texanlab Laboratories Private Limited Step down subsidiary

Boehme (Hangzhou) Chemical Auxiliary Co. Ltd. Step down subsidiary

DyStar Denim GmbH Step down subsidiary

Boehme Argentina S.R.L. Step down subsidiary

DyStar Tekstil Boyalari Ticaret Ltd. Step down subsidiary

Amichem Chemicals Ltd. Step down subsidiary

Lonsen Kiri Chemicals Industries Ltd. Joint Venture

Mr. Pravinbhai A Kiri Key Managerial Personnel

Mr. Manishbhai P Kiri Key Managerial Personnel

Mrs. Arunaben P Kiri Key Managerial Personnel

Kiri Infrastructure Pvt. Ltd. Entity Controlled by Key Managerial Personnel

Unique Dyechem Entity Controlled by Key Managerial Personnel

11 Segment Reporting

The Company operates mainly in manufacturing of Dyes and intermediates. All other activities are incidental thereto, which have similar risk and return, accordingly, there are no separate reportable Segment as far as primary Segment is concerned

12. Employees Benefits:

The present value of gratuity and leave encashment obligations is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

13 The company has not received information from the suppliers regarding their status under The Micro, Small & Medium Enterprises Development Act, 2006. Hence, disclosures, if any relating to amounts unpaid as at the balance sheet date together with interest paid or payable as per the requirement under the said Act, have not been made.

14 Derivative Instruments:

The company has entered into forward contracts to offset foreign currency risks arising from the amounts denominated in currencies other than the Indian Rupee. The counter parties to such forward contracts are banks.