K G Denim Ltd Directors Report

FINANCIAL RESULTS

The highlights of the standalone and consolidated performance of your Company during the financial year 2025-26 are given hereunder:

Particulars	Standalone Current Year 2025-26	Standalone Previous Year 2024-25	Consolidated Current Year 2025-26	Consolidated Previous Year 2024-25
Total Revenue	4,062.56	5,705.85	6,265.83	7,332.20
Total Expenditure before interest, depreciation, exceptional, extraordinary items and income tax	948.93	8,650.90	3,064.36	10,140.80
Gross Profit before interest, depreciation, exceptional, extraordinary items and income tax	3,113.63	(2,945.05)	3,201.47	(2,808.60)
Less: Finance Cost	2,218.87	2,889.07	2,301.73	3,014.76
Depreciation	809.64	886.69	818.92	897.99
Profit/(Loss) before Exceptional & Extraordinary items	85.12	(6,720.81)	80.82	(6,721.35)
Add: Exceptional Items (Income)	-	2,039.72	-	2,039.72
Profit/(Loss) before tax	85.12	(4,681.09)	80.82	(4,681.63)
Less: Tax Expense (Current Tax & Deferred tax)	(57.54)	(1,093.12)	85.31	(1,207.83)
Profit/(Loss) for the period	142.66	(3,587.97)	(195.10)	(3,473.80)

OPERATIONS

The Operating Revenue of the Company stands reduced by approximately 59% from Rs.4921 Lakh in the previous year to Rs.2000 Lakh in the current year. Total Revenue of Rs.4063 lakh for the current year includes sale of non-core assets of Rs. 2062 lakh as compared to Rs. 5706 lakh in the previous year. After charging depreciation, interest and other overheads the Company recorded a profit of Rs. 142.66 Lakh as compared to a loss of Rs. 3587.97 Lakh in the previous year. The details of division-wise performance and other operational details are discussed at length in the Management Discussion and Analysis section.

The Companys operations suffered drastically due to non availability of working capital and geo political tensions affecting demand for the products.

FUTURE PROSPECTS

Textile market across the globe is undergoing massive changes. Demand for traditional companys products like Denim, Cotton fabrics are showing negative trends. New products like synthetic fabrics, technical textiles, outward and fashion textiles are showing increasing trends.

The Company, based on current marketing requirements, is working on Fire Retardant (FR) fabrics in two categories- chemical coated and fiber inherent, work wear/industrial fabrics with speciality finished, medical wear which would include anti-bacterial, anti-microbial, mosquito repellent and moisture management.

The above fabrics would include 40% of our production and the balance would cover shirt weight and bottom weight catering to garment exporters.

Opportunities: Understanding the pressure faced by textile industry, the Government of India has extended various benefits to improve the sales, both domestic and export markets.

Discussions are in process for Free Trade Agreements with various countries for favourable exports. Discussions are also on with the USA for favourable tariff rates which could substantially increase exports to that country.

ENVIRONMENT, SOCIAL AND GOVERNANCE

The Company was holding due certification under Occupational Health and Safety Management System- ISO-45001 which is also focused on environmental management system. The renewal of the certification is in process. It ensures that the manufacturing of products is carried on without affecting the environment in the working area and surroundings.

The Company has been maintaining a hospital for serving the community, including supply of medicines at subsidized cost. As a part of social environmental protection, agro forestry has been developed with a demo plant with the technical support of Forest College, Coimbatore. Besides necessary essential services like providing potable drinking water to nearby villages, financial aids to schools etc., are also rendered.

HEALTH AND SAFETY

The Company prioritizes the health and safety of its employees, contractors, and visitors, holding ISO 45001 certification for its Occupational Health and Safety Management System. This certification guides the Company in identifying and controlling workplace hazards and continuously implementing health and safety practices in line with the standard and legal requirements.

Beyond the workplace, the Company actively contributes to the well-being of employees and the local community through initiatives like free medical camps and regular health check-ups at its in-house hospitals. They also provide a safer work environment by supplying basic fire safety equipment and conducting periodic awareness classes and drills on topics like firefighting, mass evacuation and first aid.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company during the year under review.

DIVIDEND

Since the Company has incurred loss during the year under review, the Board of Directors has not recommended dividend for the year 2025-26.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the year under review. However, the profit of Rs. 142.66 Lakh for the current year has been transferred to other equity in financial statements of the Company.

SHARE CAPITAL

During the year under review the Company has not altered/modified its Authorised Share Capital and the Company has not made any fresh issue of shares.

As on 31st March 2026, the Authorized Capital of the Company is Rs. 41,00,00,000/- divided into 3,10,00,000 equity shares of Rs.10/- each, and 10,00,000 10% Cumulative Redeemable Preference Shares of Rs.100 each/- and the Issued, Subscribed and Paid-up equity capital of the Company is Rs. 25,63,78,250/- divided into 2,56,37,825 equity shares of Rs.10/- each fully paid up.

Approval of the shareholders was sought at the Annual General Meeting held on 9.9.2025 for preferential allotment of Warrants convertible into Equity Shares and allotment of 6% Non Convertible Preference Shares (NCRPS) to the Promoters. However, the Company has not issued any warrants / NCRPS during year under review.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Sections 124 and 125 of the Companies Act, 2013, (the Act) unclaimed or unpaid dividend relating to the financial year 2018-19 is due for remittance to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As per the requirements of Section 124(6) of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules), the Company has transferred to IEPF Authority the 1,28,478 Equity Shares of Rs.10/- each, on which dividend had remained unclaimed relating to financial year 2017-18.

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2025-26 as required under Section 92(3) of the Act can be accessed on the Companys website at the link https://www.kgedmin.com/annual-return/

BOARD AND ITS COMMITTEE MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

The details of the composition of the Board and its Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility (CSR) Committee and the Meetings held and attendance of the Directors at such Board/ Committee Meetings are provided in the Corporate Governance Report under relevant heads which forms a part of this Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 134(3)(c) of the Act, with respect to Directors Responsibility Statement, it is hereby confirmed that:

In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departure from those standards;

The Directors have 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 loss of the company for that period;

The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• The Directors have prepared the annual accounts on a going concern basis;
• The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
• The Directors have devised proper system to ensure compliance with the provisions of all the applicable laws and such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no instance of fraud as identified or reported by the Statutory Auditors during the course of their audit.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations] so as to qualify themselves as Independent Directors. Further, they have also declared that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. Based on the confirmation / disclosures received from the Directors and on verification of the relationships disclosed, the following Non-Executive Directors are identified as Independent:

Shri. Jagamohan Ramachandran, Shri. N Govindarajan, Shri. Duraipandian Kumaravel, Shri. N B Anand and Smt Geetha.

Pursuant to Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the names of all the Independent Directors have been included in the data bank of the Indian Institute of Corporate Affairs.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Directors were appointed or Re-appointed during the year under review thereby disclosure under this section is not applicable.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the end of the financial year, the material changes and commitments affecting the financial position of the Company are as follows:

The Bankers consortium, led by Indian Bank and member banks viz., Union Bank of India, State Bank of India and Bank of Maharashtra has provided restructuring of the loan facilities under the consortium as per the natural calamity restructuring under RBI Master Directions. All banks have implemented the restructuring scheme except for The South Indian Bank, holding 7% share and considered as a dissenting member. The restructuring is over a span of 5 years starting from 5th March 2025 with one year moratorium for payment of principal and interest repayable over the remaining 4 years. The first repayment has been made in June 2026 as per restructuring scheme. The Company, as part of the restructuring plan, had sold some non-core assets which fetched an amount of Rs. 36.20 crore. An estimated further sale of such assets is expected to fetch around Rs.22 crore which would be done before end of this financial year. Apart from the above there have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year and the date of the report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS

Pursuant to the provisions of Section 178 of the Act and in terms of Regulation 19(4) of the SEBI Listing Regulations on the recommendation of the Nomination and Remuneration Committee, the Company has framed a policy on nomination, appointment and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company including criteria for determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of Section 178 of the Act and in terms of Regulation 19(4) of the SEBI Listing Regulations. The Remuneration Policy can be accessed on the Companys website at the link https://www.kgdenim.com/wp-content/uploads/2022/06/nominationandremunerationcommitteepolicy.pdf

Three Directors viz., Shri KG Baalakrishnan, Executive Chairman and Shri B Sriramulu, Managing Director have voluntarily waived their entire remuneration for the financial year 2025-26.

COMMENTS ON AUDITORS REPORT

The Statutory Auditors have in their report, had referred to some legal cases and Income Tax demands against the Company. Based on legal opinions obtained from counsels the Company feels that it has chances of getting favourable orders hence no provision made.

With respect to pending Statutory Dues, the Company is in the process of settling the dues progressively.

Regarding the qualifications made by Ms. MDS & Associates LLP, Secretarial Auditors of the Company in their report (Annexure-5) your Directors ensure timely and due compliance going forward.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT

The Company has not given any loans, provided guarantee or made investment under Section 186 of the Act during the year under review. Further, the details of investments made during the earlier years are provided under the notes to Balance Sheet appearing elsewhere in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Act and SEBI Listing Regulations during the financial year 2025-26 were in the ordinary course of business and on an arms length basis and not material in nature and thus a disclosure in Form AOC-2 is exempted.

The Policy on Related Party Transactions can be accessed through the link at https://www.kgdenim.com/wp-content/uploads/2022/06/rpt.pdf.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Though the Company was witnessing under utilization of capacity, efforts were taken to monitor, on regular basis, the efficient level of energy consumption. The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-1 attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Board had formulated a Risk Management Policy for dealing with different kinds of risks which it faces on day-to-day operations of the Company. The Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure is reviewed by the Audit Committee and Board of Directors on a Quarterly basis. Further, the results of the risk mitigating measures implemented by the Company are detailed below. To address and mitigate potential future water supply issues, the company has identified a strategic and sustainable solution leveraging a newly commissioned government facility. This proposal outlines a plan to secure a consistent water source, particularly during dry seasons. The Company proposes utilizing treated sewage water from the new Sewage Treatment Plant (STP) recently commissioned by the Metupalayan Sewage Department of the Tamil Nadu Government. The STP, which began operations in July 2024, has a total capacity of 85 KLD (Kilo Litres per Day). The plants water requirement is approximately 25 KLD, meaning the STPs capacity is more than sufficient to meet the Companys needs. The Companys unit is conveniently located just 4 kms from the treatment plant, making transportation and logistics efficient. This proximity also makes it a rational and cost-effective option compared to other available sources. This process of selling treated sewage water to industries has already been successfully implemented by other sewage water boards in the district, demonstrating its viability. The treated water from the STP will serve as the raw water source. The Company can then use its already established Effluent Treatment Plant (ETP) to further process it and reduce the TDS (Total Dissolved Solids) levels to meet the required standards, ensuring a continuous and high-quality water supply for operations.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Board had formed a Corporate Social Responsibility (CSR) Committee of Board of Directors comprising of Shri. KG Baalakrishnan, Shri. A Velusamy and Shri. D Kumaravel. The CSR policy of the Company deals with allocation of funds, activities, identification of programs, approval, implementation, monitoring and reporting mechanisms under the policy. The Company incurred a loss in the immediately preceding financial year. As a result, no amount was allocated towards the CSR expenditure. Consequently, no amount has been spent on the CSR activities of the Company during the financial year 2025-26. Therefore, the disclosure of Annual Report on Companys CSR activities is not applicable. The policy relating to CSR has been displayed on the Companys website and can be accessed at the link https://www.kgdenim.com/wp-content/uploads/2016/04/corporate-social-responsibility-policy.pdf

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, the Board of Directors evaluated the annual performance of the members of the Board and its Committees vis-a-vis the nature of business of the Company, its performance during the year and the contribution of each of the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The Independent Directors have also convened a separate meeting for this purpose and inter-alia, reviewed the performances of the Non-Independent Directors and the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company and the Board.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri KG Baalakrishnan (DIN: 00002174), Chairman and Shri A Velusamy (DIN: 00002204), Director of the Company are liable to retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment. Accordingly, your directors recommend their reappointment.

Shri. Balakrishnan Srihari (DIN: 00002556) resigned as Director of the Company with effect from 27th August 2025. Shri. Ramaprabha S who was Chief Financial Officer (CFO) of the Company resigned with effect from 13th February 2026. The board placed on record their sincere appreciation for the valuable services rendered by Shri. Balakrishnan Srihari as Director and Smt. Ramaprabha S as Chief Financial Officer of the Company.

Consequent to resignation of Smt. Ramaprabha S as Chief Financial Officer of the Company, Shri. M Balaji, Company Secretary was appointed with additional responsibility of CFO with effect from 12th May 2026.

Shri K. G. Balakrishnan redesignated from Executive Chairman to Non Executive Chairman of the Company with effect from 4th August 2026.

The Board of Directors at their meeting held on 4th August 2026 approved the re-appointment of Shri. B. Sriramulu (DIN: 00002560) as Managing Director with effect from 3rd November 2026 and Shri. R Selvakumar (DIN: 00051608) as Whole Time Director with effect from 7th August 2026, subject to the approval of members at the ensuing Annual General Meeting.

Further, the Board of Directors at their meeting held on 14th August 2026 approved the re-appointment of Shri. Jagannohan Ramachandran (DIN: 09125603) as an Independent Director of the Company for the second term of 3 years with effect from 14th February 2027, subject to the approval of members at the ensuing Annual General Meeting.

Accordingly, the proposals for their re-appointment are being sought from members at the ensuing Annual General Meeting.

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203 of the Companies Act, 2013 are- Shri. Govindaswamy Naidu Balakrishnan - Chairman, Shri. B. Sriramulu - Managing Director, Shri. R Selvakumar - Whole-time Director, Shri. M Balaji - Chief Financial Officer and Company Secretary.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has Two subsidiaries namely Trigger Apparels Limited and KG Denim (USA) Inc.

Trigger Apparels Limited

Trigger Apparels Limited, identified as Material Subsidiary of the Company for the financial year 2025-26, is engaged in the marketing of readymade garments. The turnover of the Subsidiary during the year under review was Rs. 2344.84 Lakh as against Rs. 1702.91 Lakh during the previous year. During the year the Subsidiary incurred a loss of Rs. 139.01 Lakh as against a net profit of Rs. 12.58 Lakh during the previous year.

KG Denim (USA) Inc.

The turnover of the KG Denim (USA) Inc., Subsidiary of the Company, during the year under review was Nil as against the previous year turnover of 5595 USD (Rs. 4.85 Lakh INR). During the year the Company has incurred a net loss of 4300 USD (Rs. 4.01 Lakh INR) as against a net loss of 2087 USD (Rs. 1.81 Lakh INR) in the previous year. The operations of the Company are expected to improve in the forthcoming reporting period.

The Consolidated Financial Statements incorporating the Financial Statements of the subsidiary companies are attached to the Annual Report as required under the applicable Accounting Standard(s) and the SEBI Listing Regulations. The Standalone Annual Financial Statements of Trigger Apparels Limited and KG Denim (USA) Inc., subsidiary companies are posted on the Companys website at the link https://www.kgedenim.com/investors-page/annual-reports/

The Company does not have any Joint Venture or Associate Companies. The Statement containing salient features of the Financial Statement of the subsidiaries pursuant to the provision of Section 129 of the Act is attached herewith in Form AOC-1 and is attached as Annexure-2 to this report.

FIXED DEPOSITS

Since the Company has not accepted any fixed deposit covered under Chapter V of the Act, there are no deposits remaining unclaimed or unpaid as on 31st March, 2026 and accordingly, the question of default in repayment of deposits or payment of interest thereon during the year does not arise.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operation in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the Internal Financial Control Systems and their adequacy and recommends corrective actions and when necessary to ensure that an effective internal control mechanism is in place.

The Directors confirm that the Internal Financial Control systems are adequate with respect to the operations of the Company. The report of Auditors pursuant to Section 143(3)(i) of the Act certifying the adequacy of Internal Financial Control is annexed with the Auditors Report.

AUDITORS STATUTORY AUDITORS

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Gopalaiyer and Subramanian (Firm Registration No. 000960S), Chartered Accountants, Coimbatore, have been appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting held on 28th September, 2022 for a period of 5 (five) consecutive years from the conclusion of the 30th Annual General Meeting till the conclusion of the 35th Annual General Meeting to be held in the year 2027.

The Company has obtained the necessary certificate from the said auditors confirming that they are eligible to continue and hold office as the Statutory Auditors of the Company.

SECRETARIAL AUDITORS

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Sections 179 & 204 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company had appointed MDS & Associates LLP, Company Secretaries, Coimbatore as Secretarial Auditors of the Company for a first term of 5 (five) consecutive financial years commencing from the financial year 2025-26.

The reports of the Secretarial Auditors of the Company and its material subsidiary comprising of the Company and its Material Subsidiary for the financial year 2025-26 are annexed as Annexure-3 to this Report.

DISCLOSURE ON MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE ACT

The company does not meet the criteria prescribed under Section 148 of the Companies Act, 2013, thereby the cost Audit of the cost records is not applicable during the year under review.

However, cost records as specified by the Central Government under Section 148(1) of the Act are maintained.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

However, some of the trade creditors of the Company, whose present dues are Rs.2.61 crore as on date, have approached NCLT for due settlement. Memorandum of Understandings have been made with such creditors and settlements are being made as agreed therein.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company enjoys cordial relationship with its employees at all levels barring sporadic incidents. The total strength of employees as on March 31, 2026, was 134.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to define the policy and redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year 2025-26:

I. Number of complaints received - Nil
II. Number of complaints disposed-of - NA
III. Number of complaints pending - NA

PARTICULARS OF EMPLOYEES

The statement pursuant to Section 134 of the Act read with the Companies (Accounts) Rules, 1975 and Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure-4.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the SEBI Listing Regulations, a report on Corporate Governance along with a Certificate from the Company Secretary in Practice confirming the compliance of the provisions of Corporate Governance, is attached to this report as Annexure-5 which forms an integral part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors has been duly constituted in accordance with the provisions of Section 177 of the Act. The details relating to the composition, meetings and functions of the Committee are set out in the Corporate Governance Report forming part of this Annual Report. The Board has accepted the Audit Committee recommendations during the year whenever required and hence no disclosure is required under Section 177(8) of the Act with respect to rejection of any recommendations of Audit Committee by the Board.

CEO/CFO CERTIFICATION

As required under Regulation 33(2)(a) of the SEBI Listing Regulations, the Managing Director and the Chief Financial Officer of the Company have furnished necessary certificate to the Board on the Financial Statements presented, which is annexed to this report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal with instances of fraud and mismanagement and to report concerns about unethical behavior or any violation of the Companys Code of Conduct. During the year under review, there no complaints were received under this mechanism. The policy can be accessed on the Companys website at the link https://www.kodenim.com/wp-content/uploads/2023/09/KGD.Whistle-Blower-Policy.pdf

DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The company has complied with the provisions related to the Maternity Benefit Act, 1961 for the financial year ended 31st March 2026 to the extent applicable.

CAUTIONARY STATEMENT

The statement in this Directors Report & Management Discussion and Analysis contain forward looking statements regarding Companys projections & expectations and the actual results could differ materially from those expressed on account of various factors like raw material prices, change in demand, government regulation etc., and the readers are cautioned against placing undue reliance on the same.

ACKNOWLEDGEMENT

The Directors take this opportunity to place on record their sincere thanks to the Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. The Directors further wish to place on record their appreciation for the co-operation extended by all sections of the employees.

Our humble prayers to Sri Venkateswaraswamy Vari of Then Thirumalai for the prosperity of the Company.

By Order of the Board For K G DENIM LIMITED

K G Baalakrishnan Chairman DIN: 00002174