Kiri Industries Ltd

AGM Details

• Date/time: 29-09-2026, 11:00–12:20 via Video Conferencing.
• Record date: 22-09-2026.
• Shareholders on record: 42,188.
• Postal ballot deadline: 29-09-2026.
• Mode: AGM conducted through VC.

Resolutions & Voting

• Resolution 1 (Ord): Adopt audited financials; passed 99.66%.
• Resolution 2 (Ord): Re-appoint director by rotation; passed 98.19%.
• Resolution 3 (Ord): Ratify Cost Auditors’ remuneration; passed 99.45%.
• Resolution 4 (S): Issue warrants to promoters; passed 96.95%.
• Resolution 5 (S): Increase borrowing powers; passed 97.42%.
• Resolution 6 (S): Creation of assets/pledge/charge; passed 97.42%.
• Resolution 7 (S): Increase limits for loans/guarantees/security; passed 96.28%.
• Resolution 8 (S): Increase in limits for loans/security; passed 96.05%.
• Resolution 9 (Ord): Related party investments in Indo Asia Copper Limited; passed 97.17%.
• Resolution 10 (Ord): Related party loans to Indo Asia Copper Limited; passed 94.48%.
• Resolution 11 (Ord): Related party investment in Kiri Infrastructure Private Limited; passed 91.92%.
• Resolution 12 (Ord): Related party loans to Kiri Infrastructure Private Limited; passed 91.36%.
• Resolution 13 (Ord): Investments in securities of Kiri Infrastructure Private Limited by Indo Asia Copper Limited; passed 91.58%.
• Resolution 14 (Ord): Investments in securities of Kiri Infrastructure Private Limited by Indo Asia Agrotech Fertilizers Limited; passed 91.58%.
• Resolution 15 (Ord): Investments in securities of Kiri Infrastructure Private Limited by Indo Asia Copper Limited; passed 91.94%.

Auditor & Remuneration

• Cost auditor remuneration ratified for FY2026-27.

Directors & Management

• Director by-rotation re-appointment; no new director appointments.

Related Party Transactions

• Investments and loans with Indo Asia Copper Limited approved.
• Investments and loans with Kiri Infrastructure Private Limited approved.
• Investments in securities via Indo Asia Agrotech Fertilizers Limited approved.

Other Material Approvals

• Creation/pledge/charge and enhanced borrowing powers approved.

Kiri Industries Limited — Trading Window closure from October 01, 2026 till 48 hours after the declaration of Financial Results for the quarter and half-year ending September 30, 2026

AGM Details

• The AGM was held on Sep 29, 2026 at 11:00 A.M. via Video Conference.

Key Resolutions

• Adopt Audited Standalone and Consolidated financial statements for year ended March 31, 2026.
• Re-appoint Manish Kiri as Director, who retires by rotation.
• Ratify cost auditor remuneration for FY 2026-27.
• Issue warrants convertible into equity on a preferential basis to promoters.
• Increase borrowing powers under Section 180(1)(c) of the Companies Act.
• Create pledge/charge on assets under Section 180(1)(a) of the Companies Act.
• Increase limits for loans and guarantees and provide security under Section 185.
• Increase limits for loans, guarantees, security, and investments under Section 186.
• Material related party transactions for investment in Indo Asia Copper Limited.
• Material related party transactions for providing loans to Indo Asia Copper Limited.
• Material related party transactions for investment in Kiri Infrastructure Private Limited.
• Material related party transactions for providing loans to Kiri Infrastructure Private Limited.
• Material related party transactions for investment in securities of Kiri Infrastructure Private Limited by Indo Asia Copper Limited.
• Material related party transactions for investment in securities of Kiri Infrastructure Private Limited by Indoasia Agrotech Fertilizers Limited.
• Material related party transactions with Lonsen Kiri Chemical Industries Limited.

Voting Status

• Voting results to be announced separately with Scrutinizer’s Report.

AGM details

• AGM scheduled on Tuesday, September 29, 2026 at 11:00 A.M. IST via Video Conference.

Corrigendum changes

• Corrigendum updates Item 4 of the Explanatory Statement for preferential issue.
• Valuation report dated September 22, 2026 by CS Abhishek Chhajed fixes warrant price.
• Warrant price fixed at INR 422.93 per warrant.
• Corrigendum forms part of AGM Notice and replaces previous text.

Acquisition details

• Target: Makilala Mining Company, Inc. (MMCI), Philippines-based copper-gold project developer.
• Equinaire Holdings acquired 40% stake (20,000,000 shares) in MMCI.
• Purchase price: USD 5,010,000 cash, plus taxes and fees.
• Related party: EHL is a Kiri wholly owned subsidiary; sale via auction at arm's length.
• Strategic rationale: ensures stable long-term copper concentrate for Indo Asia Copper Limited's project.
• Regulatory approvals: tax clearances, CAR/eCAR, and stock transfer registrations.
• Timeline: completion expected within 15-25 working days after documentation complete.
• Target background: MMCI develops MCB copper-gold project in Balatoc, Pasil, Kalinga, Philippines.
• Target size: MMCI has not commenced mining; no operating revenue yet.
• Target details: authorized capital PHP 500,000,000; par PHP 10.

BRSR – FY2025-26 highlights

• BRSR FY2025-26 submitted; forms part of Annual Report.
• Standalone boundary; no assurance obtained.
• Paid-up capital as of Mar 31, 2026: ₹60.02 crore.
• Exports contribute 15% of turnover.
• Turnover ₹655.60 crore (FY2024-25); Net worth ₹716.02 crore.
• Board: 6 directors; 1 female (16.67%); KMPs: 5 with 0 female.
• Policies cover all nine NGRBC principles; board-approved; policy web link provided.
• Environment: ZLD across dyes intermediates; ISO 14001:2015; GPCB environmental audits.
• GHG and energy: Scope 1 8282.83 tCO2e/mo; Scope 2 2397.50 tCO2e/mo; intensity 1.6e-5 tCO2/₹; 3.3e-4 PPP; 1.09 tCO2/MT.
• Related party transactions: purchases 11.99%; sales 22.53%; loans 37.09%; investments 35.01%.

AGM Details

• Date/time: 29 Sep 2026, 11:00 AM, via Video Conference.
• Mode: Video Conference (OAVM) meeting.
• Record date: 28 Aug 2026.
• Register closure: 23–29 Sep 2026.
• Remote e-voting window: 26–28 Sep 2026.
• Deemed venue: Company’s registered office.
• VC attendance limited to 1000 members.

Ordinary Resolutions

• Adopt Audited standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appoint Manish Kiri by rotation.
• Remuneration for Cost Auditors FY2026-27: ₹2.50 lakh plus tax/expenses.

Special Resolutions

• Preferential issue of up to 60,82,600 warrants to promoter group at ₹475 per warrant.
• Increase borrowing powers to ₹10,000 crore.
• Create pledge/charge on assets up to ₹10,000 crore.
• Increase limits for loans/guarantee/security to ₹15,000 crore.
• Increase Section 186 limits for loans, guarantees and investments to ₹25,000 crore.

Material Related Party Transactions

• Investment in IACL up to ₹4,000 crore.
• Loans/advances to IACL up to ₹7,500 crore.
• Investment in KIPL by IACL up to ₹200 crore.
• Investment in KIPL by Indo Asia Copper Limited up to ₹200 crore.
• Investment in KIPL by Indo Asia Agrotech Fertilizers Limited up to ₹150 crore.
• Investment in KIPL by IAFL up to ₹150 crore.
• Material RPT with LKCIL up to ₹1,000 crore per annum.

Monitoring & Oversight

• CRISIL Monitoring Agency appointed to oversee use of proceeds; quarterly reports.