Kiri Industries has announced that its wholly-owned subsidiary Equinaire Holdings Limited has executed an Assignment Agreement with Maharlika Investment Corporation (MIC) to acquire a loan extended to Makilala Mining Company, Inc. (MMCI) for the Maalinao-Caigutan-Biyog (MCB) Copper-Gold Project located in Pasil, Kalinga, Philippines. The agreement was executed on April 27, 2026, and disclosed under Regulation 30 dated April 28, 2026.

Transaction Details

Payment Terms and Closing

The assignment is structured on an "as-is, where-is" and without recourse basis, including the transfer of rights to receive principal, interest, and other dues. The closing is expected within 7 business days after expiry of 60 days from the date of execution of the agreement or earlier if agreed between the parties. The assignment will be effective subject to due diligence, expiry of prepayment period, and other customary conditions.

Strategic Rationale

The acquisition of this loan represents a precursor transaction designed to enable the group to benefit from off-take arrangements, ensuring preferential supply of copper ore/concentrate from Makilala Mining Company, Inc. for its upcoming copper facility being developed by Indo Asia Copper Limited. The group's entry into the upstream copper supply chain is anticipated to strengthen access to critical raw materials, thereby ensuring a stable and long-term uninterrupted supply of copper, an essential natural resource vital for meeting the country's growing demand.

Project Scope

The MCB Copper-Gold Project focuses on the extraction of two key metals:

• Copper extraction operations
• Gold mining activities

The Philippines location indicates the company's expansion into international markets for its mining operations, extending its geographical presence beyond traditional operational areas. Maharlika Investment Corporation, the assignor, is the Philippines' sovereign wealth fund owned and controlled by the Government of the Republic of the Philippines.

Kiri Industries Limited has received warning letters from both BSE Limited and National Stock Exchange of India Limited for alleged non-compliance with SEBI disclosure regulations. The warning letters, dated April 27, 2026, cite violations of Regulation 30(7) and Regulation 4(1) under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nature of Alleged Violations

The stock exchanges identified discrepancies in the company's disclosure timeline regarding the DyStar en bloc sale transaction. The violations relate to delayed disclosure of material updates about the extension of the original long-stop date.

Timeline of Disclosure Issues

The exchanges noted that the company disclosed on May 30, 2025, that the long-stop date for fulfillment of conditions in the Sale and Purchase Agreement (SPA) was scheduled for October 2, 2025, with possible extension up to November 3, 2025. Subsequently, on November 5, 2025, the company informed that the receiver had extended the long-stop date to December 1, 2025, subject to an additional deposit of USD 5,112,156 into the escrow account, in addition to USD 3,482,739 previously paid.

The material update for the extension of the original long-stop date, which was changed on October 3, 2025, was disclosed by the company only on November 5, 2025, leading to the alleged violation.

Company's Response and Clarification

Kiri Industries has provided its clarification regarding the alleged non-compliance:

• The company had duly informed stock exchanges on May 20, 2024, that the DyStar en bloc sale was to be completed within the long-stop date of December 31, 2025, as per court directions
• The completion timeline for the transaction was clearly disclosed as December 31, 2025
• Any interim extensions granted by the court-appointed receiver during the process were not considered material for disclosure under Regulation 30

Impact Assessment

Compliance Commitment

The company has assured compliance with the directions contained in the warning letters and committed to ensuring adherence to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The warning letters have been disclosed as required under the regulations and will be placed before the Board of Directors along with corrective measures to prevent future lapses.

The exchanges have warned the company to exercise due diligence and initiate corrective steps to avoid recurrence of such lapses, stating that any future aberrations will be viewed seriously with appropriate action to follow.