AGM Details
The 28th Annual General Meeting of Kiri Industries Limited is scheduled to be held on Tuesday, September 29, 2026 at 11:00 AM through Video Conference (VC) mode.
The meeting will be conducted without physical attendance of members pursuant to MCA and SEBI circulars. The deemed venue is the Registered Office at 7th Floor, Hasubhai Chambers, Opp. Townhall, Ellisbridge, Ahmedabad - 380 006.
E-voting period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM) through CDSL. Record date for voting: September 22, 2026.
Ordinary Businesses
1. Adoption of Financial Statements
To receive, consider and adopt the Audited (Standalone and Consolidated) Financial Statements for the year ended March 31, 2026, together with reports of Directors and Auditors.
2. Re-appointment of Director
To re-appoint Mr. Manish Kiri (DIN: 00198284) who retires by rotation and being eligible, offers himself for re-appointment.
Mr. Manish Kiri is Chairman & Managing Director, holds 53,81,517 equity shares (8.26%), attended 6 Board meetings in 2025-26, and has B.E. (Electronics & Communication) and MBA qualifications.
Special Businesses
3. Ratification of Cost Auditor Remuneration
Ordinary Resolution to ratify remuneration of ₹2,50,000/- plus applicable taxes and out-of-pocket expenses to M/s. V. H. Savaliya & Associates, Cost Accountants, appointed by the Board on August 12, 2026 for FY 2026-27 cost audit.
4. Preferential Issue of Warrants to Promoters
Special Resolution to issue up to 60,82,600 warrants convertible into equity shares at ₹475 per warrant (₹10 face value + ₹465 premium) aggregating ₹288.92 crore to promoters and promoter group members.
Key Terms:
- Issue Price: ₹475 per warrant (minimum price as per SEBI ICDR: ₹474.58)
- Relevant Date: August 28, 2026
- 25% payment on allotment, balance 75% on conversion
- Conversion period: 18 months from allotment
- Non-conversion results in forfeiture of amount paid
- Shares to rank pari-passu with existing shares
- Lock-in as per SEBI ICDR Regulations
Allottees and Allocation:
- Manishkumar Pravinchandra Kiri (Promoter): 20,27,600 warrants
- Anupama Manishkumar Kiri (Promoter Group): 10,27,500 warrants
- Hemil Manishkumar Kiri (Promoter Group): 30,27,500 warrants
Objects of Issue:
- Working Capital requirements: ₹50 crore
- Financial assistance to group companies: ₹218.92 crore
- General Corporate Purposes: ₹20 crore
Monitoring Agency: CRISIL Ratings Limited appointed to monitor utilization of proceeds.
Post-issue Shareholding Change:
Promoter & Promoter Group holding to increase from 41.71% to 46.69% assuming full conversion.
5. Increase in Borrowing Limits
Special Resolution to increase borrowing limits under Section 180(1)(c) from ₹5,000 crore to ₹10,000 crore over and above aggregate of paid-up capital and free reserves, for Company/subsidiaries/associates/joint ventures.
6. Creation of Security on Assets
Special Resolution to approve creation of pledge/charge/mortgage on Company assets under Section 180(1)(a) for securing borrowings up to ₹10,000 crore aggregate.
7. Loans/Guarantees to Related Entities
Special Resolution to approve loans/guarantees/security under Section 185 to subsidiaries/associates up to ₹15,000 crore aggregate limit.
8. Investments/Loans under Section 186
Special Resolution to approve investments/loans/guarantees under Section 186 up to ₹25,000 crore aggregate limit, over and above statutory limits.
9. Material RPT - Investment in Indo Asia Copper
Ordinary Resolution to approve investment in securities of Indo Asia Copper Limited (step-down subsidiary) up to ₹4,000 crore.
IACL is establishing 5 LTPA copper smelter & refinery plant in Gujarat with estimated project cost ₹8,100 crore and expected IRR 25%. Company currently holds 10.92% direct and 75.36% indirect stake in IACL.
10. Material RPT - Loans to Indo Asia Copper
Ordinary Resolution to approve loans/advances to Indo Asia Copper Limited up to ₹7,500 crore at 7% p.a. interest, repayable in 5 years after 2-year moratorium.
11. Material RPT - Investment in Kiri Infrastructure
Ordinary Resolution to approve investment in Kiri Infrastructure Private Limited (associate company) up to ₹200 crore.
KIPL is developing Captive Jetty Facility with 33 MLD Desalination Plant and 14km Conveyor Belt in Gujarat. Company holds 47.61% in KIPL.
12. Material RPT - Loans to Kiri Infrastructure
Ordinary Resolution to approve loans/advances to Kiri Infrastructure Private Limited up to ₹500 crore.
13. Material RPT - IACL Investment in KIPL
Ordinary Resolution to approve investment by Indo Asia Copper Limited in Kiri Infrastructure Private Limited up to ₹150 crore.
14. Material RPT - IAFL Investment in KIPL
Ordinary Resolution to approve investment by Indoasia Agrotech Fertilizers Limited (wholly-owned subsidiary) in Kiri Infrastructure Private Limited up to ₹150 crore.
15. Material RPT with Lonsen Kiri Chemical
Ordinary Resolution to approve material related party transactions with Lonsen Kiri Chemical Industries Limited (joint venture) up to ₹1,000 crore per annum for FY 2027-28 to 2031-32.
Company holds 40% in LKCIL. Previous year transactions: Sales ₹181.34 crore, Purchases ₹62.61 crore, Dividend received ₹70 crore.
Financial Impact
- Preferential Issue: Potential equity dilution of 8.35% upon full conversion (60,82,600 shares on current capital of 6,51,68,000 shares)
- Total proposed related party transactions: ₹12,000+ crore across various resolutions
- Increased borrowing capacity: ₹10,000 crore
- Increased investment/lending capacity: ₹40,000 crore across resolutions
Voting Instructions
- E-voting through CDSL from September 26-28, 2026
- Physical shareholders can vote using folio number
- Demat shareholders can vote through depository platforms
- Related parties cannot vote on RPT resolutions
- Scrutinizer: M/s. RTBR & Associates, Practicing Company Secretaries
Notes
- Register of Members closed from September 23-29, 2026 for AGM
- Unclaimed dividends for 2018-19 (20%) and 2019-20 (5%) to be transferred to IEPF on November 1, 2026 and October 28, 2027 respectively
- Company Secretary: Suresh Gondalia (M. No. F7306)