To,
The Members
Kiri Industries Limited
Your Board of Directors are pleased to present the 27th
Annual Report together with Audited Financial Statements of the Company for the Financial
Year ended on March 31, 2025.
STANDALONE PERFORMANCE
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from operations |
65,560.43 |
63,338.58 |
| Other Income |
10,525.19 |
3,656.51 |
| Total Income |
76,085.62 |
66,995.09 |
| Operational Expenses |
69,929.95 |
69,668.50 |
| Earning Before Finance Cost, Tax, Depreciation and
Amortisation (EBITDA) |
6,155.67 |
(2,673.41) |
| Finance Cost |
1,653.90 |
2,249.68 |
| Depreciation and Amortisation |
4,446.25 |
4,420.11 |
| Profit/(Loss) Before Tax |
55.52 |
(9,343.20) |
| Tax Expenses |
(386.82) |
12.03 |
| Profit/(Loss) For the Period |
442.34 |
(9,355.23) |
| Other Comprehensive Income |
(57.97) |
(60.11) |
| Profit/(Loss) and Comprehensive income |
384.37 |
(9,415.34) |
HIGHLIGHTS OF STANDALONE OPERATIONS
Despite a global slowdown in the chemical industry, the company
achieved a 4% year-on-year increase in revenue from operations in FY 2024–25 compared
to FY 2023–24. This growth was primarily driven by higher sales volumes, which
reflected steady market demand and improved operational throughput, while average selling
prices remained largely stable across product categories. The increase in sales volume can
be attributed to several strategic factors such as higher capacity utilization in
specialty dye intermediates, enabling the company to effectively meet growing demand,
addition of new customers, leading to a broader market reach and diversified sales
channels, gradual recovery in the chemical industry, which contributed to marginal
sectoral growth and a more favorable business environment. These developments collectively
resulted in a significant boost to sales volumes and overall revenue generation.
As a result, the Company achieved a significant financial turnaround,
with standalone EBITDA turning positive at 6,155.67 Lakh-an impressive recovery from an
EBITDA loss of 2,673.41 Lakh in FY 2023–24. The EBITDA margin improved by 1208
basis points to 8%, underscoring enhanced operating leverage and improved efficiency
across operations.
The company reported a Profit Before Tax of 55.52 Lakh, a sharp
reversal from the loss of 9,343.20 Lakh in the previous fiscal year. Profit After Tax
stood at 384.37 Lakh, reflecting a remarkable year-on-year improvement.
This strong recovery highlights the company's strategic focus on
financial discipline, operational excellence, and long-term value creation, positioning it
well for sustainable growth in the years ahead.
CONSOLIDATED PERFORMANCE
| Particulars |
FY 2024-25 |
FY 2023-24 |
| Revenue from operations |
74,002.61 |
70,864.09 |
| Other Income |
11,487.39 |
3,656.52 |
| Total Income |
85,490.00 |
74,520.61 |
| Operational Expenses |
79,395.47 |
76,807.34 |
| Earning Before Finance Cost, Tax, Depreciation and
Amortization (EBITDA) |
6,094.53 |
(2286.73) |
| Finance cost |
12,710.26 |
2,272.12 |
| Depreciation and Amortization |
4,452.88 |
4,559.36 |
| Profit/(Loss) Before Tax and share of net profit |
(11,068.61) |
(9,118.21) |
| Share of Profit of Associates |
37,316.16 |
25,753.17 |
| Profit/(Loss) Before Tax |
26,247.55 |
16,634.96 |
| Tax Expense |
(226.05) |
12.03 |
| Profit/(Loss) For the Period |
26,473.60 |
16,622.93 |
| Other Comprehensive Income |
(2,706.62) |
(64.31) |
| Profit/(Loss) and Comprehensive income |
23,766.98 |
16,558.62 |
HIGHLIGHTS OF CONSOLIDATED OPERATIONS
During the year under review, the Company reported a consolidated
operational revenue of 74,002.61 Lakh, marking an increase from 70,864.09 Lakh in FY
2023–24.
The Company achieved a significant turnaround in profitability,
recording a Consolidated EBITDA of 6,094.53 Lakh, compared to a negative EBITDA of
2,286.73 Lakh in the previous financial year.
Further, the Consolidated Profit After Tax (PAT) increased to
26,473.60 Lakh in FY 2024–25, up from 16,622.93 Lakh in FY 2023–24. The
earnings include Kiri's share of profit in DyStar Global Holdings (Singapore) Pte.
Ltd. and Lonsen Kiri Chemical Industries Limited.
During the period, the Company adopted the equity method of
consolidation in accordance with Ind AS 28, 110, and 111, replacing the earlier
proportionate consolidation method. Consequently, the consolidated financial statements
for the previous year have been restated to reflect this change.
DIVIDEND
With a view to conserve resources for future operations and growth, the
Board of Directors has not recommended any dividend on Equity Shares for the year under
review.
In accordance with Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company has formulated a Dividend Distribution Policy, which is available on the
Company's website at www.kiriindustries.com.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amount to General Reserves.
INVESTOR EDUCATION AND PROTECTION FUND _IEPF_
Pursuant to the provisions of Section 124 and 125 of the Companies Act,
2013 ("Act") read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"),
any money transferred to Unpaid Dividend Account and which remains unpaid or unclaimed for
7 (Seven) consecutive years from the date of such transfer shall be transferred by the
Company into IEPF account, established by the Government of India. Further, the Company
shall also transfer shares of members whose dividends remain unpaid/unclaimed for a
continuous period of seven years to the demat account of IEPF Authority. During the year,
there were no funds/shares required to be transferred to IEPF Authority.
The following table provides dates on which unclaimed/unpaid dividend
and their corresponding shares would become due to be transferred to the IEPF:
| Financial Year for which dividend
declared |
Type of Dividend |
Dividend Rate (%) |
Date of Declaration |
Amount of Unpaid/Unclaimed Dividend as
on 31.03.2025 |
Due Date for transfer to IEPF |
| 2018-19 |
Final |
20 |
27.09.2019 |
2,82,870/- |
27.10.2026 |
| 2019-20 |
Final |
5 |
25.09.2020 |
90,467/- |
25.10.2027 |
The Company has appointed a Nodal Officer as per IEPF Rules, the
details of which are available on the website of the Company i.e. www.kiriindustries.com.
SUBSIDIARIES, ASSOCIATES, JOINT VENTURE AND CONSOLIDATED FINANCIAL
STATEMENTS
In accordance with the provisions of Section 129(3) and Schedule III of
the Act, and applicable Indian Accounting Standards ("Ind AS"), the
Company has prepared the
Consolidated Financial Statements of the Company along with its
Subsidiaries, Associate Companies, and Joint Venture, which form an integral part of this
Annual Report. Except where specifically stated otherwise, the accounting policies have
been applied consistently across all reporting entities. The Board of Directors has
periodically reviewed the affairs of the Company's subsidiaries during the financial
year.
As on March 31, 2025, the Company has a total of 8 (eight)
Subsidiaries, 3 (three) Associate Companies, and 1 (one) Joint Venture Company.
Furthermore, two subsidiaries have ceased operations and therefore have not been
considered for consolidation. Equinaire Holdings Limited became a wholly owned subsidiary
of the Company with effect from March 27, 2025.
A statement containing the salient features of the financial statements
of the Subsidiaries, Associates, and Joint Venture, as required under the Act, is provided
in Form AOC-1, which is attached as "Annexure A" to this Report.
Except as stated above, there were no other entities that became or
ceased to be a Subsidiary, Associate, or Joint Venture of the Company during the year
under review.
In accordance with Section 136(1) of the Act, the audited standalone
and consolidated financial statements, along with other relevant documents and the audited
financial statements of subsidiary companies, are available on the Company's website
at www.kiriindustries.com.
Further, the Company has implemented a Policy for Determining Material
Subsidiary in line with the requirements of Regulation 16 of the Listing Regulations. The
said policy is also available on the Company's website at www.kiriindustries.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As of March 31, 2025, the Board of Directors of your Company comprises
six members, including three Executive Directors and three Non-Executive Independent
Directors, one of whom is a Woman Independent Director. Detailed information regarding the
composition of the Board and its Committees, tenure of Directors, areas of expertise, and
other relevant particulars are provided in the Corporate Governance Report, which forms
part of this Annual Report.
Changes in Directorship:
Mr. Keyoor Bakshi (DIN: 00133588) and Mr. Mukesh Desai (DIN: 00089598)
completed their second and final term as Independent Directors and consequently ceased to
be Directors of the Company with effect from September 26, 2024.
Upon the recommendation of the Nomination and Remuneration Committee,
the Board appointed Mr. Nanubhai Kathiria (DIN: 00319037) and Mr. Ashokkumar Rajpara (DIN:
01987200) as Additional Directors in the capacity of Independent Directors of the Company,
effective from August 29, 2024.
Pursuant to Regulation 17(1C) of the Listing Regulations and provisions
of the Act, the appointments of Mr. Nanubhai Kathiria and Mr. Ashokkumar Rajpara were duly
approved by the shareholders through resolutions passed at the 26th Annual
General Meeting (AGM) held on September 27, 2024.
Director Retiring by Rotation:
In accordance with the provisions of Section 152(6) of the Act, Mr.
Yagnesh Mankad (DIN: 03204060), Whole-Time Director, is liable to retire by rotation at
the ensuing AGM and being eligible, has offered himself for re-appointment. The Company
has received the requisite notice under Section 160 of the Act from a member proposing the
candidature of Mr. Yagnesh Mankad. The resolution for his re-appointment, along with a
brief profile, forms part of the Notice of the 27th AGM.
Except as mentioned above, there has been no other change in the
composition of the Board of Directors and Key Managerial Personnel during the year under
review.
AUDITORS
Statutory Auditors:
M/s. Pramodkumar Dad & Associates, Chartered Accountants, were
re-appointed as the Statutory Auditors of the Company at the 24th Annual
General Meeting held on September 29, 2022, for a second term of five years.
The Statutory Auditor's Report on the standalone and consolidated
financial statements of the Company for the financial year ended March 31, 2025, forms
part of this Annual Report. The Report is free from any qualifications, reservations,
adverse remarks, or disclaimers.
Cost Auditors:
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, M/s. V. H. Savaliya & Associates, Cost
Accountants, were appointed as Cost Auditors of the Company by the Board at its meeting
held on August 12, 2024, for the financial year 2024–25.
The Company has maintained cost records as prescribed under Section 148
of the Act and applicable rules. The Cost Audit Report for FY 2024–25, as issued by
the Cost Auditors, does not contain any qualification, reservation, adverse remark, or
disclaimer.
Secretarial Auditors:
In accordance with the provisions of Section 204 of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and the Listing Regulations, M/s. Kashyap R. Mehta & Associates, Practicing Company
Secretaries, were appointed as Secretarial Auditors of the Company by the Board at its
meeting held on August 12, 2024, for the financial year 2024–25.
The Secretarial Audit Report, in the prescribed Form MR-3, is attached
as "Annexure B" to this Report. The Report for the year ended March 31,
2025, does not contain any qualifications, reservations, or adverse remarks.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF
CODE OF CONDUCT
During the year under review, all Independent Directors have submitted
declarations confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. They have
also complied with the provisions of the Code for Independent Directors as outlined in
Schedule IV of the Act. In the opinion of the Board, all Independent Directors;
• Fulfill the conditions of independence as specified under the
Act, the rules made thereunder, and the Listing Regulations;
• Are persons of integrity, possessing relevant expertise,
experience, and pro_ciency;
• Have not been debarred or disqualified from being appointed or
continuing as Directors by the SEBI, Ministry of Corporate Affairs, or any other statutory
authority.
Further, in compliance with Regulation 25(8) of the Listing
Regulations, all Independent Directors have confirmed that they are not aware of any
circumstance or situation that exists or may reasonably be anticipated to exist, which
could impair or impact their ability to discharge their duties independently and
effectively.
Pursuant to the provisions of the Listing Regulations, the Board of
Directors has laid down a comprehensive Code of Conduct ("Code") for all
Board Members and Senior Management Personnel of the Company.
All Board Members and Senior Management Personnel have afirmed
compliance with the said Code for the financial year 2024–25. A declaration to this
effect has been received from the Chairman & Managing Director, confirming such
compliance.
The Code of Conduct is available on the Company's website at
www.kiriindustries.com.
MEETINGS OF THE BOARD, COMMITTEES & COMPLIANCE TO THE SECRETARIAL
STANDARDS
During the year under review, 7 (Seven) meetings of the Board of
Directors were held on May 30, 2024, July 06, 2024, August 12, 2024, August 29, 2024,
October 15, 2024, November 13, 2024 and February 13, 2025.
In compliance with the requirements of Schedule IV of the Act and the
Listing Regulations, a separate meeting of the Independent Directors was also held on
February 13, 2025. Details regarding the composition of various Committees of the Board,
as well as the number of meetings held during the year, are provided in the Corporate
Governance Report, which forms an integral part of this Annual Report.
During the year, the Company has complied with the applicable
provisions of Secretarial Standard on Meetings of the Board of Directors (SS–1) and
Secretarial Standard on General Meetings (SS–2) as issued by the Institute of Company
Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.
LISTING FEES
The Equity Shares of your Company continue to be listed and actively
traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The
Company has duly paid the Annual Listing Fees to both stock exchanges for the financial
year 2025–26 within the prescribed timelines.
CHANGES IN CAPITAL STRUCTURE
During the year under review, the Company allotted 13,333,789 Warrants,
convertible into Equity Shares, to the Promoter and members of the Promoter Group by way
of a preferential issue at a price of 369 per warrant ("Warrants Issue
Price"), aggregating to 492.02 crore. At the time of allotment, the Company
received an upfront payment of
188 per warrant, representing 50.9485% of the Warrants Issue Price,
amounting to 250.67 crore.
During the financial year 2024–25, a total of 3,794,751 warrants
were converted into Equity Shares upon receipt of the balance consideration of 181 per
warrant—representing 49.0515% of the Warrants Issue Price—amounting to an
aggregate inflow of 68.68 crore. As of March 31, 2025, 9,539,038 warrants remain
outstanding and are pending conversion. Upon full conversion, the Promoters and Promoter
Group's shareholding is expected to increase from 31.72% to 41.72% Except for the
above, there was no other change in the capital structure of the Company during the year.
BOARD EVALUATION
The Nomination and Remuneration Committee, along with the Board, has
established a structured process and defined criteria for the annual performance
evaluation of the Board, its Committees, and individual Directors, in line with the
provisions of the Act and the Listing Regulations.
During the year, the Board conducted a formal evaluation of its own
performance, that of its Committees, and of each individual Director. The evaluation
process encompassed various parameters including the structure and composition of the
Board, frequency and effectiveness of meetings, participation in long-term strategic
planning, oversight of corporate governance practices, and fulfilment of fiduciary duties
by the Directors, including active involvement in Board and Committee deliberations.
The performance of the Board as a collective body, its Committees, and
individual Directors was reviewed, incorporating feedback from the Nomination and
Remuneration Committee and Independent Directors. This also included the evaluation of the
performance of the Chairman and Non-Independent Directors of the Company.
REMUNERATION OF DIRECTORS AND EMPLOYEES
A statement pursuant to Section 197 of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
to this Report as "Annexure C." Further, the statement containing
particulars of employees as required under Section 197(12) of the Act, read with Rules
5(2) and 5(3) of the said Rules, also forms part of this Report.
However, in accordance with the provisions of Section 136 of the Act, the Annual Report
being sent to the Members of the Company excludes the said statement.
The aforesaid information is available for inspection at the Registered
Office of the Company during business hours. Members interested in obtaining a copy of the
same may write to the Company Secretary.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on appointment and remuneration of Directors
and other matters as provided under Section 178(3) of the Act has been disclosed in the
Corporate Governance Report, which forms part of this Annual Report. The policy is also
available on the Company's website at www.kiriindustries.com.
FAMILIARISATION PROGRAMME FOR DIRECTORS
In compliance with the requirements of the Listing Regulations, the
Company has implemented a Familiarization Programme for its Independent Directors. This
programme is designed to acquaint them with their roles, rights, responsibilities, the
working of the Company, the nature of the industry in which it operates, and the overall
business model.
The Company believes that a well-informed and familiarized Board
significantly enhances its ability to discharge fiduciary responsibilities effectively and
contribute meaningfully to the Company's governance and strategic direction, thereby
fulfilling stakeholders' expectations and societal obligations. As part of the
programme, Directors are regularly updated on key developments in the domestic and global
industry landscape relevant to the Company's operations, enabling them to make
well-informed and timely decisions.
Details of the Familiarization Programme are available on the
Company's website at www.kiriindustries.com.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, with respect
to Directors' Responsibility Statement, it is hereby confirmed that: a) in the
preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same; b) the Directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the profit of the
Company for that period; c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d) the Directors had prepared the annual accounts for the year ended
March 31, 2025 on a ‘going concern' basis; e) they have laid down internal
financial controls to be followed by the Company and such internal financial controls are
adequate and operating effectively; f) they have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place an Internal Control System commensurate with
the size, scale, and complexity of its operations. To ensure robust oversight, the Company
has appointed an independent external audit firm to conduct the internal audit function.
The Internal Auditor evaluates the adequacy and effectiveness of the
internal control systems and ensures compliance with the Company's standard operating
procedures and policies. Based on the internal audit reports, the Accounts Department
undertakes necessary corrective actions in the respective functional areas, thereby
continuously strengthening the internal control framework. Significant audit observations
and corrective measures taken are reviewed by the Audit Committee on a quarterly basis to
ensure effective governance and risk mitigation. Further details relating to internal
financial controls and their adequacy are provided in the Management Discussion and
Analysis Report, which forms an integral part of this Annual Report.
DEPOSITS FROM PUBLIC
During the year under review, the Company has not accepted any deposits
from public within the meaning of Section 73 to 76 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 or any other applicable provision(s), if any.
DETAILS OF LOANS, INVESTMENTS AND GUARANTEES
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Act are provided in the notes to the standalone financial
statements of the Company for the year ended March 31, 2025.
RELATED PARTY TRANSACTIONS
All transactions with Related Parties are placed before the Audit
Committee for its prior approval. In accordance with the provisions of the Listing
Regulations, omnibus approval is obtained from the Audit Committee for related party
transactions that are repetitive in nature.
During the financial year 2024–25, all related party transactions
entered into by the Company were at arm's length, in the ordinary course of business,
and in compliance with the applicable provisions of the Act, the Listing Regulations, and
the Company's Policy on Related Party Transactions.
The Company did not enter into any material related party transactions
as defined under Section 188 of the Act. Accordingly, the disclosure required under
Section 134(3) (h) of the Act in Form AOC-2 is not applicable.
However, during the year, certain material related party transactions,
in accordance with Regulation 23 of the Listing Regulations, were duly approved by the
shareholders at the Extra-Ordinary General Meeting held on July 31, 2024. Further, in
compliance with Regulation 23 of the Listing Regulations, the Company submits details of
related party transactions to the stock exchanges on a half-yearly basis. The Company
confirms that none of the related party transactions entered into during the year were
prejudicial to the interests of minority shareholders or conflicted with the interest of
the Company. The Policy on Related Party Transactions is available on the Company's
website and can be accessed at: www.kiriindustries.com.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
TherelevantinformationasrequiredunderSection134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, relating to conservation of energy,
technology absorption, and foreign exchange earnings and outgo, is provided in "Annexure
D" to this Report.
RISK MANAGEMENT
The Company has established a comprehensive Risk Management Framework
to identify, assess, monitor, and mitigate various risks associated with its business
operations. This framework also supports the Company in strategically embracing certain
calculated risks to remain competitive and drive growth, while effectively mitigating
others to ensure long-term sustainability and stable performance. In compliance with
regulatory requirements, the Company has constituted a Risk Management Committee. Details
regarding the Committee, including the meetings held during the financial year
2024–25 and its terms of reference, are provided in the Corporate Governance Report,
which forms part of this Annual Report. The Company's Risk Management Policy is
available on its website and can be accessed at www.kiriindustries.com.
VIGIL MECHANISM _WHISTLE BLOWER POLICY_
Pursuant to the provisions of Section 177 of the Act and Regulation 22
of the Listing Regulations, the Company has established a Vigil Mechanism, named the
Whistle Blower Policy, to provide a secure and confidential platform for employees,
directors, and stakeholders to report genuine concerns related to unethical behavior,
actual or suspected fraud, and mismanagement.
The mechanism ensures adequate safeguards against victimization of
individuals who avail of this facility and also provides for direct access to the
Chairperson of the Audit Committee in appropriate or exceptional cases. Details of the
Whistle Blower Policy are available on the Company's website at
www.kiriindustries.com, and are also provided in the Corporate Governance Report, which
forms part of this Annual Report.
COMPOSITION OF COMMITTEES
With the objective of strengthening governance standards and ensuring
compliance with applicable statutory provisions, the Board has constituted the following
Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility (CSR) Committee
• Stakeholders Relationship Committee
• Risk Management Committee
Each of these Committees has been established with clearly defined
roles and responsibilities in line with the provisions of the Act and Listing Regulations.
A detailed note on the composition, terms of reference, and meetings held by each of these
Committees during the financial year is provided in the Corporate Governance Report, which
forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has always been committed to the cause of social service
and has consistently directed its resources and efforts toward initiatives that create a
positive impact on society—socially, ethically, and environmentally. Your Company
continues to undertake various Corporate Social Responsibility (CSR) activities aimed at
enhancing value within the community.
The Company has formulated a CSR Policy, which outlines its guiding
philosophy and approach toward undertaking and supporting socially beneficial programs for
the welfare and sustainable development of society.
Although the Company is exempt from the mandatory CSR obligations under
Section 135(1) of the Act for the year under review—since it does not meet the
financial thresholds prescribed therein—it has, in the spirit of responsible
corporate citizenship and good governance, voluntarily undertaken CSR initiatives for the
betterment of society and the environment. A brief outline of the CSR Policy and the CSR
activities carried out during the year, as per the prescribed format under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as "Annexure
E." The CSR Policy is also available on the Company's website at
www.kiriindustries.com.
NOMINATION AND REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
In accordance with the provisions of Section 178 of the Act and
Regulation 19 of the Listing Regulations, the Company has adopted a comprehensive
Nomination and Remuneration Policy. This policy governs the appointment and remuneration
of Directors and includes the criteria for determining qualifications, positive
attributes, and independence of Directors.
The policy is designed to ensure a transparent and merit-based
selection process and to attract and retain high-caliber individuals in key positions
within the Company. The Nomination and Remuneration Policy is available on the
Company's website at www.kiriindustries.com. Relevant disclosures as required under
Regulation 19 of the Listing Regulations are provided in the Corporate Governance Report,
which forms part of this Annual Report.
HUMAN RESOURCE DEVELOPMENT
Your Company firmly believes that Human Resources are a critical
enabler in achieving its long-term corporate objectives. Employees are regarded as one of
the most valuable assets, playing a pivotal role in driving operational excellence and
sustainable growth. In alignment with this belief, the Company continues to invest in
attracting top talent, including professionals from other industries, while also focusing
on developing and retaining existing talent. This approach ensures a robust and
sustainable talent pipeline within the organization.
The Company is committed to providing a safe, inclusive, and engaging
work environment, fostering a culture of performance, accountability, and mutual respect.
Employees are offered opportunities for learning and development, enabling them to enhance
their skills and take on greater responsibilities in alignment with the Company's
growth trajectory.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on the Corporate Governance practices adopted by the
Company, together with a compliance certificate from the Secretarial Auditors confirming
compliance with the stipulated conditions of Corporate Governance, is annexed to this
Report as "Annexure F." Further, the Management Discussion and Analysis
Report, detailing the industry outlook, business operations, financial performance, risks,
and future outlook of the Company, as required under the Listing Regulations, forms an
integral part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT _BRSR_
In accordance with the provisions of Regulation 34 of the Listing
Regulations, the Business Responsibility and Sustainability Report (BRSR) for the
financial year ended March 31, 2025 is annexed to this Report as "Annexure G".
ANNUAL RETURN
Pursuant to the provisions of Sections 92 and 134 of the Act read with
Rule 11 of the Companies (Management and Administration) Rules, 2014, the Annual Return of
the Company as on March 31, 2025, is available on the Company's website at
www.kiriindustries.com.
MATERIAL CHANGES
There have been no material changes and commitments, affecting the
financial position of the Company, between the end of the financial year to which the
financial statements relate and the date of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the financial year under review, no significant or material
orders were passed by any Regulatory Authorities, Statutory Bodies, Courts, or Tribunals
that would impact the going concern status of the Company or its future operations.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT During the financial year
under review, the Statutory Auditors, Cost Auditors, and Secretarial Auditors of the
Company have not reported any instances of fraud to the Audit Committee
or the Board of Directors, as prescribed under Section 143(12) of the Act and the rules
made thereunder.
OTHER DISCLOSURE
As per Regulation 43A of the Listing Regulations, the Dividend
Distribution Policy is available on the Company's website i.e.
www.kiriindustries.com.
The details in respect of compliances with provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder is available on the Company's website i.e.
www.kiriindustries.com.
The Company has adopted a Code of Conduct to regulate, monitor and
report trading by insiders which prohibits trading in securities of the Company by
directors and designated persons while in possession of Unpublished Price Sensitive
Information in relation to the Company. The said code is available on the Company's
website i.e. www.kiriindustries.com.
During the year under review, the Company has complied with Secretarial
Standards as applicable to the Company.
UPDATES ON COURT CASE IN SINGAPORE
Following the failure of Senda International Capital Limited
("Senda") to complete the buyout of Company's
stake in DyStar, the Company filed an alternate relief application on July 23, 2023,
before the Singapore International Commercial Court ("SICC"), seeking
enforcement of the Valuation Judgment. The matter was heard by the SICC on January 24 and
25, 2024.
On February 23, 2024, the SICC issued an interim order directing the en
bloc sale of the entire shareholding in DyStar Global Holdings (Singapore) Pte. Ltd.
("DyStar") held by the Company and Senda. The Court appointed Mr. Matthew
Stuart Becker, Mr. Lim Loo Khoon, and Mr. Tan Wei Cheong of Deloitte & Touche LLP as
joint and several Receivers to manage the sale process.
Subsequently, on May 20, 2024, the SICC issued its final order and
grounds of decision, including the following directives:
1. The en bloc sale of DyStar shares shall proceed without a reserve
price.
2. The sale must be completed by the long-stop date of December 31,
2025.
3. The sale proceeds, after deducting receiver remuneration and
expenses, shall be distributed as follows:
• The Company shall receive US$ 603.8 Mn in priority;
• Any remaining balance shall be paid to Senda.
4. Claims for interest on the buyout amount and for advance payment
from DyStar were denied.
Both parties filed appeals—the Company against the denial of
interest and Senda against the priority payment award. In its judgment dated January 31,
2025, the Singapore Court of Appeal:
• Dismissed Senda's appeal and upheld the priority payment of
US$ 603.8 Mn to the Company.
• Allowed the Company's appeal and awarded interest at 5.33%
p.a. on US$ 603.8 Mn, accruing from September 3, 2023, until the date of payment.
Earlier, in a judgment dated August 29, 2024, the SICC awarded:
• S$360,050, plus disbursements of S$17,053.81 and US$ 6,415.18,
payable by Senda to the Company; and
• S$125,705, plus disbursements of S$8,126.91 and US$ 1,223.57,
payable by the Company to DyStar.
Pursuant to the SICC's orders, on May 29, 2025, the Receivers and
the Company entered into a Share Purchase Agreement ("SPA") with Zhejiang
Longsheng Group Co.,
Ltd. ("the Purchaser") for the sale of 2,623,354
equity shares representing 37.57% of DyStar's paid-up capital held by the Company.
Under the SPA:
• The base consideration is US$ 676,260,000.
• An additional consideration of US$ 20,287,800 is payable to
address any shortfall or to fulfil the Purchaser's obligations under the SPA.
• The total consideration is subject to further adjustments as per
the terms of the agreement.
The transaction is subject to customary closing conditions and
necessary regulatory approvals. The long-stop date for fulfilment or waiver of the final
condition under the SPA is October 2, 2025, extendable up to November 3, 2025, or as
mutually agreed in writing by the Receivers and the Purchaser.
ACKNOWLEDGEMENT
The Board of Directors takes this opportunity to sincerely thank all
stakeholders, including shareholders, customers, legal advisors, suppliers, contractors,
employees, government authorities, local bodies, and the immediate community, for their
continued support, trust, and cooperation throughout the year.
Their unwavering encouragement and contributions have been instrumental
in the Company's growth and success.
| For and on behalf of the Board of Directors |
|
|
Manish Kiri |
| Place: Ahmedabad |
Chairman & Managing Director |
| Date: August 11, 2025 |
DIN: 00198284 |
|