KIRI INDUSTRIES LIMITED — Proxy Solicitation & Information Statement 2026

Feb 20, 2026

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February 20, 2026

To, To, BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai- 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 532967 Scrip ID - KIRIINDUS

Dear Sir/Madam,

Sub: Submission of Notice of Postal Ballot - Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Postal Ballot Notice of the Company dated February 10, 2026 for seeking approval of the members of the Company for the Special Businesses as set out in the Postal Ballot Notice by way of voting through electronic means i.e. remote e-voting.

Further, the Notice of Postal Ballot alongwith the instructions for e-voting is being sent to all eligible shareholders through electronic mode only. The Postal Ballot Notice is also available on the website of the Company at www.kiriindustries.com.

The remote e-voting period will start from Monday, February 23, 2026 at 9:00 a.m. (IST) and will end on Tuesday, March 24, 2026 at 5:00 p.m. (IST).

The last date of the E-voting shall be the date on which the resolutions shall be deemed to have been passed, if approved by the requisite majority. The result of the Postal Ballot / E-voting shall be declared within two working days of end of E-voting and upon receipt of report of the Scrutinizer.

You are kindly requested to take note of the same.

Thanking you, Yours faithfully,

For Kiri Industries limited

GONDALIA SURESH SAVAJIBHAI Digitally signed by GONDALIA SURESH SAVAJIBHAI DN: c=IN, postalCode=380015, st=GUJARAT, street=21, BHAVI APARTMENT, ,156 NEHRU PARK, ,AHMADABAD,VASTRAPUR ,380015, l=AHMADABAD, o=Personal, serialNumber=61ef2e945d9b4545361118485ed828d8e6a17a5394d0cc83c0083d7fae6378bf, pseudonym=df3fa15041844632b83c6e37da8b7e34, 2.5.4.20=2ffb8407a32dbc76dc1756ccf827b5ded85b5aad67c9ece0e2e2eb8303f03eca, email=SURESH.GONDALIA@KIRIINDUSTRIES.COM, cn=GONDALIA SURESH SAVAJIBHAI Date: 2026.02.20 16:21:49 +05'30'

Suresh Gondalia Company Secretary M. No. : F7306

Encl: As stated

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(CIN-L24231GJ1998PLC034094)

Regd. Office: 7[th] Floor, Hasubhai Chambers, Opp. Townhall, Ellisbridge, Ahmedabad 380 006 Contact No: (P) +91 79 - 26574371/72/73 Email ID: info@kiriindustries.com; Website: www.kiriindustries.com.

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NOTICE OF POSTAL BALLOT

[Notice pursuant to Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given in compliance with the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “ Rules ”), Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ), Secretarial Standard - 2 on General Meetings issued by the Institute of the Company Secretaries of India (including any statutory amendment(s), modification(s) or re-enactment(s) thereof for the time being in force) read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 and latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India (the “ MCA Circulars ”) and pursuant to other applicable laws and regulations, for seeking the approval of the members of Kiri Industries Limited (the “ Company ”) for the businesses set out hereunder through postal ballot ( “Postal Ballot” ) by voting through electronic means. ( “remote e-voting” ).

The explanatory statement pursuant to Section 102 of the Act pertaining to the resolutions as included in the Notice of Postal Ballot, setting out the material facts concerning the resolutions and the reasons thereof is annexed hereto for your consideration.

In compliance with the requirements of the above MCA Circulars, hard copy of Postal Ballot notice along with Postal Ballot Forms and pre-paid business envelope is not being dispatched to the shareholders for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.

The Company is providing remote e-voting facility to its Members for voting on the resolutions contained in this Postal Ballot Notice. The Members can vote on such resolutions through remote e- voting facility only. Assent or dissent of the Members on the resolutions mentioned in Postal Ballot notice would only be taken through the remote e-voting system as per the MCA Circulars. The instructions for remote e-voting are appended to this Postal Ballot Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, on February 10, 2026, has appointed RTBR & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot by remote e-voting process in a fair and transparent manner.

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The Scrutinizer will submit his report to the Chairman of the Company ( “the Chairman‟ ) or to any other person authorized by the Chairman after the completion of the scrutiny of E-voting data. The result of the Postal Ballot / E-voting shall be declared within two working days of end of E-voting and upon receipt of report of the Scrutinizer and communicated to BSE Limited ( “BSE” ) and National Stock Exchange of India Limited ( “NSE” ) (together the “Stock Exchanges” ), CDSL and shall also be displayed on the Company’s website at www.kiriindustries.com.

The last date of the E-voting shall be the date on which the resolutions shall be deemed to have been passed, if approved by the requisite majority.

Special Business:

1. To re-appoint Mr. Manish Kiri (DIN: 00198284) as Chairman & Managing Director.

To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) (including any statutory modifications or re-enactment thereof for the time being in force) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, consent of the members be and is hereby accorded to the reappointment of Mr. Manish Kiri (DIN : 00198284) as Chairman & Managing Director of the Company for a period of Three (3) years with effect from April 01, 2026 on the terms and conditions of re-appointment and remuneration as set out hereunder:

• I. Basic Salary: Rs. 3,60,00,000/- (Rupees Three Crore Sixty Lakhs only) per annum.

• II. Perquisites: The Chairman & Managing Director shall entitle for the following perquisites over and above remuneration stated in point no. I above.

• a. Contribution to provident fund, superannuation fund or annuity fund.

• b. Gratuity payable should not exceed half a month’s salary for each completed year of service.

• c. Encashment of leave at the end of the tenure.

• d. Provision of car for use on Company’s business and telephone at residence.

Note: The aforesaid items (a) (to the extent either singly or put together are not taxable under the Income Tax Act, 1961), (b) and (c) above shall not be included in the computation of the ceiling on remuneration as specified under Section II of Part II of Schedule V of the Act.

• III. Reimbursement: The Chairman & Managing Director shall be entitled to reimbursement of expenses incurred by him in connection with the business of the Company.

• IV. Compensation: In the event of termination of office of Managing Director takes place before the expiration of tenure thereof, he shall be entitled to receive compensation from the Company for loss of office to the extent and subject to limitation as provided under section 202 of the Act.

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• V. Commission : Mr. Manish Kiri shall also be paid 1% commission, in addition to salary, perquisites, allowances and others, calculated with reference to net profits of the Company in a particular financial year, as may be determined by the Board of Directors of the Company at the end of each financial year or a part of the year.

• VI. Sitting Fees: The Chairman & Managing Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or committee thereof during the tenure of his appointment.

• VII. Retire by rotation: Subject to the provisions of the Act, the Chairman & Managing Director shall be liable to retire by rotation and he shall automatically reassume the office of the Executive Director on his reappointment as director when retired by rotation at the relevant annual general meeting of the Company and this resolution shall also remain valid and effective as if there is no change in date of his appointment as the Executive Director.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the appointment and/or remuneration based on the recommendation of the Nomination and Remuneration Committee.

RESOLVED FURTHER THAT the Nomination & Remuneration Committee or Board or Company Secretary or Chief Financial Officer of the Company be and are hereby severally authorized to sign and certify true copy of the resolution, to file necessary e-form and to do all such acts, deeds, matters and things and also to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

2. To re-appoint Mr. Girish Tandel (DIN: 08421333) as Whole Time Director.

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) (including any statutory modifications or re-enactment thereof for the time being in force) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, consent of the members be and is hereby accorded to the re-appointment of Mr. Girish Tandel (DIN : 08421333) as Whole Time Director of the Company for a period of Three (3) years with effect from February 11, 2026 on the terms and conditions of re-appointment and remuneration as set out hereunder:

• I. Basic Salary: Rs. 27,00,000/- (Rupees Twenty-Seven Lakh only) per annum.

• II. Perquisites: The Whole Time Director shall entitle for the following perquisites over and above remuneration stated in point no. I above.

• a. Contribution to provident fund, superannuation fund or annuity fund.

• b. Gratuity payable should not exceed half a month’s salary for each completed year of service.

• c. Encashment of leave at the end of the tenure.

• d. Provision of car for use on Company’s business.

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Note: The aforesaid items (a) (to the extent either singly or put together are not taxable under the Income Tax Act, 1961), (b) and (c) above shall not be included in the computation of the ceiling on remuneration as specified under Section II of Part II of Schedule V of the Act.

• III. Reimbursement: The Whole Time Director shall be entitled to reimbursement of expenses incurred by him in connection with the business of the Company.

• IV. Sitting Fees: The Whole Time Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or committee thereof during the tenure of his appointment.

• V. Retire by rotation: Subject to the provisions of the Act, the Whole Time Director shall be liable to retire by rotation and he shall automatically reassume the office of the Executive Director on his reappointment as director when retired by rotation at the relevant annual general meeting of the Company and this resolution shall also remain valid and effective as if there is no change in date of his appointment as the Executive Director.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the appointment and/or remuneration based on the recommendation of the Nomination and Remuneration Committee.

RESOLVED FURTHER THAT the Nomination & Remuneration Committee or Board or Company Secretary or Chief Financial Officer of the Company be and are hereby severally authorized to sign and certify true copy of the resolution, to file necessary e-form and to do all such acts, deeds, matters and things and also to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

3. To re-appoint Mr. Yagnesh Mankad (DIN: 03204060) as Whole Time Director.

To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) (including any statutory modifications or re-enactment thereof for the time being in force) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, consent of the members be and is hereby accorded to the re-appointment of Mr. Yagnesh Mankad (DIN: 03204060) as Whole Time Director of the Company for a period of Three (3) years with effect from February 11, 2026 on the terms and conditions of re-appointment and remuneration as set out hereunder:

• I. Basic Salary: Rs. 27,00,000/- (Rupees Twenty-Seven Lakh only) per annum.

• II. Perquisites: The Whole Time Director shall entitle for the following perquisites over and above remuneration stated in point no. I above.

• a. Contribution to provident fund, superannuation fund or annuity fund.

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• b. Gratuity payable should not exceed half a month’s salary for each completed year of service. c. Encashment of leave at the end of the tenure.

• d. Provision of car for use on Company’s business.

Note: The aforesaid items (a) (to the extent either singly or put together are not taxable under the Income Tax Act, 1961), (b) and (c) above shall not be included in the computation of the ceiling on remuneration as specified under Section II of Part II of Schedule V of the Act.

• III. Reimbursement: The Whole Time Director shall be entitled to reimbursement of expenses incurred by him in connection with the business of the Company.

• IV. Sitting Fees: The Whole Time Director shall not be paid any sitting fees for attending the meetings of the Board of Directors or committee thereof during the tenure of his appointment.

• V. Retire by rotation: Subject to the provisions of the Act, the Whole Time Director shall be liable to retire by rotation and he shall automatically reassume the office of the Executive Director on his reappointment as director when retired by rotation at the relevant annual general meeting of the Company and this resolution shall also remain valid and effective as if there is no change in date of his appointment as the Executive Director.

RESOLVED FURTHER THAT pursuant to the Section 196 of the Act and rules made thereunder, and other applicable provisions, if any, consent of the Members be and is hereby accorded to continue and hold office by Mr. Yagnesh Mankad (DIN: 03204060) as whole Time Director for his current tenure i.e. from February 11, 2026 to February 10, 2029, notwithstanding that he has attained the age of 70 years.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the appointment and/or remuneration based on the recommendation of the Nomination and Remuneration Committee.

RESOLVED FURTHER THAT the Nomination & Remuneration Committee or Board or Company Secretary or Chief Financial Officer of the Company be and are hereby severally authorized to sign and certify true copy of the resolution, to file necessary e-form and to do all such acts, deeds, matters and things and also to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By order of the Board of Directors

Place: Ahmedabad Date: February 10, 2026

Suresh Gondalia M.No.: F7306

Registered Office: 7[th] Floor, Hasubhai Chambers, Opp. Townhall, Ellisbridge, Ahmedabad – 380 006 CIN: L24231GJ1998PLC034094

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NOTES:

1. The explanatory statement pursuant to Section 102 of the Act stating all material facts in respect of the proposed resolution(s) is annexed herewith. The relevant details of the person seeking appointment/ re-appointment as Director is also annexed.

2. In terms of the MCA Circulars, the Postal Ballot Notice (“ Notice ”) is being sent by electronic mode only to those members whose email addresses are registered with the Company’s Registrar and Share Transfer Agent / Depository Participant(s) on the Cut-off date i.e. Friday, February 13, 2026 . Members may note that this Notice is also available on the Company’s website viz. www.kiriindustries.com.

3. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, February 13, 2026, shall be entitled to avail the facility of remote e-voting. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date. A person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.

4. Resolution passed by the members through Postal Ballot is deemed to have been passed as if it has been passed at a General Meeting of the shareholders. The last date of the E- voting shall be the date on which the resolution shall be deemed to have been passed, if approved by the requisite majority.

5. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast the vote again.

6. General information and instructions relating to remote e-voting:

7. i. Pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and Regulation 44 of the SEBI Listing Regulations, the Company is offering remote e-voting facility to its shareholders in respect of the resolution proposed to be passed in terms of this Postal Ballot Notice. The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) as the Authorized Agency to provide remote e-voting facility. The remote e-voting facility will be available during the following voting period:

a) Commencement of remote e-voting: Monday, February 23, 2026 at 9:00 a.m. (IST) b) End of remote e-voting: Tuesday, March 24, 2026 at 5:00 p.m. (IST)

• ii. The cut-off date for the purpose of remote e-voting is Friday, February 13, 2026.

• iii. Please read the instructions for remote e-voting given below before exercising the vote.

• iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

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• v. Login method for e-voting for individual shareholders holding securities in demat mode CDSL/NSDL is given below :

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & My Easi New (Token) Tab. 2) After successful login the Easi/Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the ESPs for casting his vote during the remote e-voting period. Additionally, there is also link provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & My Easi New (Token) Tab and then click on registration option. 4) Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all ESPs.
Individual Shareholders holding securities in demat mode with NSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on “Access to e-voting” under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS” portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a

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Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- voting service provider name and you will be redirected to e- voting service provider website for casting your vote during the remote e-voting period. 4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your - vote during the remote e Voting period. Individual You can also login using the login credentials of your demat Shareholders account through your DP registered with NSDL/CDSL for e-voting holding securities in facility. After successful login, you will be able to see e-voting demat mode login option. Once you click on e-voting option, you will be redirected to through their NSDL/CDSL Depository site after successful authentication, Depository wherein you can see e-voting feature. Click on company name or Participants (DP) ESPs name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL:

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at 022- 4886 7000 and 022-2499 7000

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vi. Login method for e-voting for shareholders holding shares in physical mode and non-individual shareholders holding shares in demat mode.

• a. The shareholders should log on to the e-voting website www.evotingindia.com.

• b. Click on “Shareholders” module.

• c. Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• d. Next enter the Image Verification as displayed and click on Login.

• e. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• f. If you are a first-time user follow the steps given below:

	For shareholders holding shares in physical mode and non-individual shareholders holding shares indemat mode
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• g. After entering these details appropriately, click on “SUBMIT” tab.

• h. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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• i. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• j. Click on the EVSN for the relevant “Kiri Industries Limited” on which you choose to vote.

• k. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• l. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• m. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• n. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• o. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• p. If a demat account holder has forgotten the login password, then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• q. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• vii. Additional Facility for Non – Individual Shareholders and Custodians – for Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; info@kiriindustries.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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1. Process for those shareholders whose email/mobile no. are not registered with the Company/ Depositories:

2. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to RTA’s email id agm@cameoindia.com/ investor@cameoindia.com.

3. For Demat shareholders - please update your email id & mobile no. with your respective DP which is mandatory while e-voting & joining virtual meetings through Depository.

4. For any clarifications or queries, shareholders may contact Mr. Suresh Gondalia, Company Secretary, Kiri Industries Limited, 7[th] Floor, Hasubhai Chambers, Opp. Townhall, Ellisbridge, Ahmedabad 380006; Phone:+91 79-26574371/72/73; Email id: investor@kiriindustries.com or our Company’s Registrar and Share Transfer Agents, Cameo Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai 600 002; Ph. 044-28460129 or 044400207200, Contact Person: Mr. V Nagaraj, Manager; Online Investor Portal: wisdom.cameoindia.com.

In case of any queries or issues regarding e-voting, shareholders may refer to FAQs and e-voting manual available at www.evotingindia.com under the help section or contact Mr. Rakesh Dalvi, Sr. Manager, CDSL, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai – 400013, or send an email to helpdesk.evoting@cdslindia.com or call on toll free no. 1800 21 09911.

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Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013)

Item No. 1

On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 10, 2026 approved the re-appointment of Mr. Manish Kiri as Chairman & Managing Director of the Company on the terms and conditions including remuneration as set out in the resolution mentioned at Item No. 1 of this Notice for a period of 3 years from April 01, 2026 to March 31, 2029.

The remuneration mentioned in the said resolution is in accordance with the provisions contained under Section II of Part II of Schedule V of the Companies Act, 2013. The said re-appointment and remuneration is subject to the approval of the shareholders by way of a special resolution. In terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall ensure that the approval of the shareholders for the appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Therefore, the Board of Directors of the Company proposes Special Resolution as set out in Item No. 1 of the Notice for approval of Members of the Company. The remuneration as set out in the said resolution is appropriate in terms of the size of the Company and as compared to persons of his qualifications, cadre, knowledge and experience in the industry.

The following additional information as required under Part II Section II of Schedule V to the Companies Act, 2013 is being furnished hereunder:

I. General information:

• A. Nature of industry: The Company is engaged in the business of manufacturing of wide range of Dyes, Intermediates and Basic Chemicals.

• B. Date or expected date of commencement of commercial production: The Company was incorporated in the year 1998 and the Company has been operational since last twenty-eight years.

• C. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

• D. Financial performance based on given indicators: 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.

As a result, the Company achieved a significant financial turnaround, with standalone EBITDA turning positive at Rs. 6,155.67Lakh - an impressive recovery from an EBITDA loss of Rs. 2,673.41Lakh in FY 2023–24. The EBITDA margin improved by 1208 basis points to 8%,

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underscoring enhanced operating leverage and improved efficiency across operations. The company reported a Profit Before Tax of Rs. 55.52Lakh, a sharp reversal from the loss of Rs. 9,343.20Lakh in the previous fiscal year. Profit After Tax stood at Rs. 384.37Lakh, reflecting a remarkable year-on-year improvement.

• E. Foreign investments or collaborations, if any: Lonsen Kiri Chemical Industries Limited is a Joint Venture of Kiri Industries Limited and Well Prospering Limited, Hongkong. The Company has two active foreign Subsidiary Companies - Chemhub Trading DMCC and Claronex Holdings Pte. Ltd. As of December 31, 2025, the Company has disinvested from its foreign associate company, DyStar Global Holdings (Singapore) Pte. Ltd.

II. Information about the appointee:

• A. Background details, Recognition or Awards: Mr. Manish Kiri holds a Bachelor’s degree in Engineering (Electronics & Communication) from Gujarat University and a Master’s degree in Business Management from Wayne State University, USA. He plays a pivotal role in shaping the Company’s operational strategies, future initiatives, and expansion plans. He conceptualizes and drives the implementation of marketing strategies and oversees overall management, business expansion, and diversification, thereby ensuring the Company’s sustainable long-term growth.

He was conferred the Outstanding Entrepreneur award by the Ahmedabad Management Association in 2011. He serves as Chairman of the Gujarat Council – Chemical Committee of ASSOCHAM and is a member of the Advisory Committee of the Gujarat Chamber of Commerce and Industry. He is also a Special Invitee to the Executive Committee of the Gujarat Dyestuff Manufacturers Association. In July 2024, he was appointed as Trade Commissioner of Asean Countries.

The Company has benefited significantly from his sharp business acumen and strong analytical abilities, through which he has successfully led several key initiatives since its inception. Notably, owing to his well-devised legal strategy against Senda International Capital Limited in the DyStar matter, the Company achieved closure of a long-standing legal dispute, resulting in a multifold return on investment over a period of 15 years.

• B. Past remuneration: The Company has paid Rs. 1,56,00,000/- to Mr. Manish Kiri as remuneration during the period from April 01, 2024 to March 31, 2025.

• C. Job profile and his suitability: He has over 28 years of experience in managing various key functions of the Company. With his strong educational background and extensive experience, the Company has benefited significantly and will continue to derive advantage from his knowledge, expertise, and leadership in the years to come.

• D. Remuneration proposed: The details of remuneration proposed to be paid to Mr. Manish Kiri have been provided in the resolution.

• E. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person : Taking into account the contribution made by

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Mr. Manish Kiri to the affairs of the Company, his academic background, extensive experience, and the increasingly significant role played by him, as well as the efforts undertaken by him for the growth of the Company, the proposed remuneration is reasonable and in line with prevailing industry remuneration levels across the country.

• F. Pecuniary relationship directly or indirectly with the Company, or relation with the managerial personnel or other Director, if any.: Besides the remuneration, Mr. Manish Kiri does not have any other pecuniary relationship with the Company, directly or indirectly. He holds 39,80,073 equity shares in the share capital of the Company and forms part of the Promoter and Promoter Group of the Company.

III. Other information:

A. Reasons of loss or inadequate profits:

During FY 2024–25, the Company recorded a meaningful improvement in operational performance, including a turnaround at the EBITDA level and reporting profits on a standalone basis. However, the overall profits remained inadequate for the purposes of managerial remuneration under Schedule V of the Companies Act, 2013. The financial results continued to be impacted by legacy cost structures, including raw material cost, administrative expenses, finance costs, and other fixed overheads, which limited the translation of operational gains into commensurate net profitability.

In addition, the Company incurred significant legal and professional expenses during the year in connection with ongoing legal proceedings in Singapore relating to its erstwhile associate, DyStar Global Holdings (Singapore) Pte. Ltd. While revenue growth was supported by higher volumes, the benefits were partially offset by persistent margin pressures in a highly competitive global chemical market, limited pricing flexibility, and the gradual nature of cost rationalization measures.

B. Steps taken or proposed to be taken for improvement and Expected increase in productivity and profits in measurable terms:

The Company has continued its efforts to enhance its product portfolio and expand customer segments, which has contributed to improve operational performance and margins in FY 2024–25. Focus remains on strict control of operational and overhead costs, optimisation of product mix, better capacity utilisation, and adoption of efficient production technologies to improve productivity and reduce per-unit costs. Further, with the conclusion of the longstanding legal proceedings relating to DyStar and receipt of disinvestment proceeds, the Company expects a significant reduction in legal and professional expenses, strengthening its cost structure. With these initiatives, combined with sustained volume growth and margin improvement, the Company anticipates a progressive increase in productivity and profitability over the medium term.

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IV. Disclosures:

The resolution sets out the entire terms and conditions of his re-appointment and remuneration. Except, Mr. Manish Kiri being an appointee and his relatives, none of the other Directors, Key Managerial Personnel (KMP) and their relatives are anyway concerned or interested, financially or otherwise in the said resolution.

The Board of Directors recommends the Special Resolution as set out at Item No. 1 of this Notice for approval of the members.

Item No. 2

On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 10, 2026 approved the re-appointment of Mr. Girish Tandel as Whole Time Director of the Company on the terms and conditions including remuneration as set out in the resolution mentioned at Item No. 2 of this Notice for a period of 3 years from February 11, 2026 to February 10, 2029.

The remuneration mentioned in the said resolution is in accordance with the provisions contained under Section II of Part II of Schedule V of the Companies Act, 2013. The said re-appointment and remuneration is subject to the approval of the shareholders by way of an Ordinary resolution. In terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall ensure that the approval of the shareholders for the appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Therefore, the Board of Directors of the Company proposes Ordinary Resolution as set out in Item No. 2 of the Notice for approval of Members of the Company. The remuneration as set out in the said resolution is appropriate in terms of the size of the Company and as compared to persons of his qualifications, cadre, knowledge and experience in the industry.

The following additional information as required under Part II Section II of Schedule V to the Companies Act, 2013 is being furnished hereunder:

I. General information:

Please refer Item No. 1 of Explanatory Statement for this information.

II. Information about the appointee:

A. Background details, Recognition or Awards:

Mr. Girish Tandel, is associated with the Company for more than a decade and working as a Chief Technology Officer of the Company. He holds master degree in science, master of philosophy in Polymer Chemistry and doctorate degree in Synthesis and Physico-Chemical characterization of some Homo and co-polymers based on S-Triazine. He has total experience of more than 35 years in the Chemical Industries. Mr. Girish Tandel has very rich experience and exposure in the field of new product development, improvement in exiting process of

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manufacturing of various range of dyes. He is technical working group member for the Best Available Technique Reference (BREF) Document of Gujarat for Textile Sector and also Technical committee member of PCD 26 i.e. Petroleum, Coal and Related Products Department Bureau of Indian Standards (BIS).

• B. Past remuneration: The Company has paid Rs. 24,24,684/- to Mr. Girish Tandel as salary during the period from April 01, 2024 to March 31, 2025.

• C. Job profile and his suitability: Taking into his qualification, dedication and his valuable contribution in the fields, Mr. Girish Tandel is best suited for the responsibilities assigned to him as Whole-time Director of the Company.

• D. Remuneration proposed: The details of remuneration proposed to be paid to Mr. Girish Tandel have been provided in the resolution.

• E. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person : Taking into account the contribution being made by him, his academic background, rich experience, the proposed remuneration is reasonable and in lines with the remuneration levels in the industry across the Country.

• F. Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any.: Besides the Salary drawn by Mr. Girsh tandel, he does not have any pecuniary relationship with the Company directly or indirectly.

III. Other information:

Please refer Item No. 1 of Explanatory Statement for this information.

IV. Disclosures:

The resolution sets out the entire terms and conditions of his re-appointment and remuneration. Except, Mr. Girish Tandel being an appointee and his relatives, none of the other Directors, Key Managerial Personnel (KMP) and their relatives are anyway concerned or interested, financially or otherwise in the said resolution.

The Board of Directors recommends the Ordinary Resolution as set out at Item No. 2 of this Notice for approval of the members.

Item No. 3

On the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on February 10, 2026 approved the re-appointment of Mr. Yagnesh Mankad as Whole Time Director of the Company on the terms and conditions including remuneration as set out in the resolution mentioned at Item No. 3 of this Notice for a period of 3 years from February 11, 2026 to February 10, 2029.

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In terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall ensure that the approval of the shareholders for the appointment of a person on the Board of Directors is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The remuneration mentioned in the said resolution is in accordance with the provisions contained under Section II of Part II of Schedule V of the Companies Act, 2013. The said re-appointment and remuneration is subject to the approval of the shareholders by way of an Ordinary resolution. However, pursuant to Section 196 of the Companies Act, 2013, no Company shall appoint or continue the employment of any person as whole-time director or manager who is below the age of twenty-one years or has attained the age of seventy years, unless a Special Resolution is passed. Mr. Yagnesh Mankad has attained the age of seventy years and subsequently he crossed the threshold age limit.

Therefore, the Board of Directors of the Company proposes Special Resolution as set out in Item No. 3 of the Notice for approval of Members of the Company. The remuneration as set out in the said resolution is appropriate in terms of the size of the Company and as compared to persons of his qualifications, cadre, knowledge and experience in the industry.

The following additional information as required under Part II Section II of Schedule V to the Companies Act, 2013 is being furnished hereunder:

I. General information:

Please refer Item No. 1 of Explanatory Statement for this information.

II. Information about the appointee:

A. Background details, Recognition or awards:

Mr. Yagnesh Mankad, is associated with the Company for more than a decade and was working with the Company as Chief Operating Officer of Dyes Division and looking after the overall business of dyes division of the Company. Mr. Yagnesh Mankad, holds degree in B.E. (Mechanical) and MBA. He has total experience of more than 45 years. Mr. Yagnesh Mankad has very vide experience and exposure in the field of plastics, textiles and Chemical industries. Currently he is also looking after the overall business of dyes division of the Company.

• B. Past remuneration: The Company has paid Rs. 12,00,000/- to Mr. Yagnesh Mankad as salary during the period from April 01, 2024 to March 31, 2025.

• C. Job profile and his suitability: Taking into qualification, consideration, dedication and his valuable contribution in the fields, Mr. Yagnesh Mankad is best suited for the responsibilities assigned to him as Whole-time Director of the Company.

• D. Remuneration proposed: The details of remuneration proposed to be paid to Mr. Yagnesh Mankad have been provided in the resolution.

• E. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person : Taking into account the contribution being made by him,

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his academic background, rich experience, the proposed remuneration is reasonable and in lines with the remuneration levels in the industry across the Country.

• F. Pecuniary relationship directly or indirectly with the company, or relation with the managerial personnel, if any.: Besides the Salary drawn by Mr. Yagnesh Mankad, does not have any pecuniary relationship with the Company directly or indirectly. He holds 1,00,000 equity shares of the Company.

III. Other information:

Please refer Item No. 1 of Explanatory Statement for this information.

IV. Disclosures:

The resolution sets out the entire terms and conditions of his appointment and remuneration. Except, Mr. Yagnesh Mankad being an appointee and his relatives, none of the other Directors, Key Managerial Personnel (KMP) and their relatives are anyway concerned or interested, financially or otherwise in the said resolution.

The Board of Directors recommends the Special Resolution as set out at Item No. 3 of this Notice for approval of the members.

By order of the Board of Directors

Place: Ahmedabad Date: February 10, 2026

Suresh Gondalia Company Secretary M.No.: F7306 Registered Office: 7[th] Floor, Hasubhai Chambers, Opp. Townhall, Ellisbridge, Ahmedabad – 380 006 CIN: L24231GJ1998PLC034094

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Brief Profile of Directors being Re-appointed as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India

A. Mr. Manish Kiri – Chairman & Managing Director

Name	Mr. Manish Kiri
Director Identification Number (DIN)	00198284
Date of Birth	December 26, 1972
Nationality	Indian
Date of first appointment to the Board	May 14, 1998
Qualifications	B.E. (Electronic & Communication), MBA(Wayne State University, USA)
Brief resume and nature of expertise in specific functional areas	Presently he is involved in formulating strategies and its implementation and also looks after overall business as a whole. He embarked upon a plan of fast growth and spearheaded the company’s growth by establishing a large economy of scale manufacturing facilities and backward integration into manufacturing of intermediates and basic chemicals.
Terms and conditions of appointment/re-appointment along with details of remuneration sought to be paid	Please refer to resolution at Item No. 1 of this Notice.
Details of the remuneration last drawn by such person	Please refer Explanatory Statement annexed herewith.
Disclosure of relationship between Directors inter-se	Not Applicable
The number of Meetings of the Board attended during the year (2025-26)	6 (Six)
Names of Listed entities in which he/she also holds the directorship and the membership of committees of the board along with listed entities from which the person has resigned in the past three years	Nil
No. of shares held	39,80,073Equity Shares

B. Mr. Girish Tandel – Whole Time Director

Name	Mr. Girish Tandel
Director Identification Number (DIN)	08421333
Date of Birth	May 12, 1962
Nationality	Indian
Date of first appointment to the Board	February 11, 2023
Qualifications	Master of Science, Master of Philosophy, Doctor of Philosophy
Brief resume and nature of expertise inspecific functional areas	He is heading Research & Development department andleading the chemist team for new product

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development, improvement of existing process and indulge in sustainable manufacturing activities relevant to Reactive Dyes, Disperse Dyes & its Intermediates. He is also looking after the all kind of certification like Bluesign System Partner, Zero Discharge of Hazardous Chemicals and Global Organic Textile Standard. Terms and conditions of Please refer to resolution at Item No. 2 of this Notice. appointment/re-appointment along with details of remuneration sought to be paid Details of the remuneration last Please refer Explanatory Statement annexed herewith. drawn by such person Disclosure of relationship between Not Applicable Directors inter-se The number of Meetings of the Board 6 (Six) - attended during the year (2025 26) Names of Listed entities in which Nil he/she also holds the directorship and the membership of committees of the board along with listed entities from which the person has resigned in the past three years No. of shares held Nil

C. Mr. Yagnesh Mankad – Whole Time Director

Name	Mr. Yagnesh Mankad
Director Identification Number (DIN)	03204060
Date of Birth	March 16, 1955
Nationality	Indian
Date of first appointment to the Board	February 11, 2023
Qualifications	B.E. (Mechanical) and MBA
Brief resume and nature of expertise in specific functional areas	He has total experience of more than 45 years. Mr. Yagnesh Mankad has very vide experience and exposure in the field of plastics, textiles and Chemical industries. He was working with the Company as Chief Operating Officer of Dyes Division and looking after the overall business of dyes division of the Company.
Terms and conditions of appointment/re-appointment along with details of remuneration sought to be paid	Please refer to resolution at Item No. 3 of this Notice.
Details of the remuneration last drawn by such person	Please refer Explanatory Statement annexed herewith.
Disclosure of relationship between Directors inter-se	Not Applicable
The number of Meetings of the Board attended during the year (2025-26)	5 (Five)

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Names of Listed entities in which Nil he/she also holds the directorship and the membership of committees of the board along with listed entities from which the person has resigned in the past three years No. of shares held 1,00,000 Equity Shares

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