1 We have audited the accompanying standalone financial statements of K G Denim Limited ('the Company'), whichcomprise the standalone balance sheet as at 31st March 2025, the standalone statement of profit and loss (including OtherComprehensive Income), the standalone Statement of Cash Flow and the Standalone Statement of changes in Equityfor the year then ended, and a summary of the significant accounting policies and other explanatory information
2 In our opinion and to the best of our information and according to the explanations given to us. the aforesaid standalonefinancial statements ("the financial statements") give the information required by the Companies Act. 2013 ( the Act') in themanner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS ), specifiedunder Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 2015 and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31st March 2025, and its loss (includingother comprehensive Income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Ourresponsibilities under those standards are further described In the "Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant toour audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Wo believe that the audit evidence wehave obtained Is sufficient and appropriate to provide a basis for our opinion
Key Audit Matters
4. Key audit matters are those matters that. In our professional Judgement, were of most significance In our audit of thestandalone financial statements of the current penod. These matters were addressed in the context of our audit of thefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters. We have determined the matters descnbed below to be the key audit matters to be communicated in our report
S. No
Key Audit Matter
Auditor's Response
1.
Litigations • Contingencies
The Company has ongoing litigations with various
authorities and third parties which could have asignificant impact on the results, if the potentialexposures were to materialise.
The amounts involved are significant, and theapplication of accounting standards to determinethe amount, if any, to be provided as a liability ordisclosed as a contingent liability, is inherentlysubjective.
Claims against the Company not acknowledgedas debts are disclosed in the Financial Statementsby the Company after a careful evaluation of thefacts and legal aspects of the matters involved.The outcome of such litigation is uncertain and theposition taken by management Involvessignificant judgement and estimation to determine
Principal Audit Procedures
Our audit approach was a combination of test of
internal controls and substantive proceduresincluding:
Assessing the appropriateness of the designand implementation of the Company's controls over
the assessment of litigations and completeness ofdisclosures. Supporting documentation are tested forthe positions taken by the management, meetingsare conducted with in-house legal counsel and/orlegal team and minutes of Board to confirm theoperating effectiveness of these controts.
Invotvlng our direct and indirect tax specialists toassess relevant historical and recent judgementspassed by the appropriate authorities in order tochallenge the basis used for the accountingtreatment and resulting disclosures.
Auditor’s Response
2.
the likelihood and/or timing o( cash outflows andthe Interpretation of preliminary and pending courtrulings
Refer Note 42 to the Standalone FinancialStatements
Loan Restructuring Arrangement withConsortium Lenders
As disclosed in Note 61 to the standalonefinancial statements, the Company has enteredInto a loan restructuring arrangement with itsconsortium lenders under the Reserve Bank ofIndia's framework for relief measures in areasaffected by natural calamities While the resolutionplan has been approved by the majonty of theconsortium lenders, one bank holding 7% of thedebt exposure has dissented from the plan, andone Non-Bankmg Financial Company (NBFC)with an outstanding loan of Rs. 625 lakh has notparticipated in the restructuring scheme. Withrespect to the dissenting lenders' non-participationIn the restructuring scheme, the Company has fileda writ petition before the Hon'ble High Court ofMadras and obtained an injunction order, with thematter being sub judice. Repayment under therestructured plan is scheduled to commence fromthe quarter ending March 2026.
• Obtained and reviewed the loan restructuringagreements, lender communications, and boardresolutions approving the restructuring plan.
• Evaluated management's assessment of loanclassification, modification accounting, andimpairment under Ind AS 109, includingconsideration of whether the terms of restructuringconstitute a substantial modification.
• Assessed the legal status of dissent by SouthIndian Bank and non implementation by the NBFC.including examining relevant court filings,injunction orders, and legal opinion obtained by theCompany, if any.
• Evaluated the disclosures made in the financialstatements in accordance with Schedule III of theCompanies Act, 2013 and Ind AS 107 - FinancialInstalments: Disclosures
• Discussed with management and those chargedwith governance the potential financial and legalimplications arising from the dissenting lender andthe pending litigation
• Assessed the adequacy and appropriateness ofdisclosures made in the financial statements inrespect of the restructuring and legal proceedings
Information other than the Financial Statements and Auditor's Report thereon
5. The Company's Board of Directors is responsible for the other information. The other information comprises theinformation included in the Board's Report. Corporate Governance Report. Management Discussion and Analysis, but doesnot include the standalone financial statements and our auditor's report thereon. The Boards Report. CorporateGovernance Report The Management Discussion and Analysis are expected to be made available to us after the date ofthis auditor’s re port.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and. indoing so. consider whether the other information is materially inconsistent with the standalone financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materially misstated.
When we read the Board's report. Corporate Governance Report, Management Discussion and Analysis, if we conclude thatthere is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
6. The accompanying standalone financial statements have been approved by the Company's Board of Directors. TheCompany's Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to thepreparation and presentation of these standalone financial statements that give a true and fair view of financial position,financial performance including other comprehensive income, changes in equity and cash flows of the Company inaccordance with the Ind AS specified under Section 133 of the Act and other accounting pnnciples generally accepted inIndia. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from materiel misstatement, whether due to fraud or error.
7. In preparing the financial statements, the Board of Directors are responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
8. Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
9. Our objectives are to obtain reasonable assurance about whether the financial statements as a wholo are free frommatenal misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards onAuditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these financial statements.
10. As pan of an audit in accordance with Standards on Auditing specified under Section 143(10) of the Act. we exerciseprofessional judgement and maintain professional skepticism throughout the audit We also:
• Identify and assess the risks of matenai misstatement of the financial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion. forgery, intentional omissions, misrepresentations, or the overnde of internalcontrol.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate inthe circumstances. Under Section 143(3)(l) of the Act. we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system with reference to financial statements in place and the operatingeffectiveness of such controls
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubton the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required todraw attention in our auditor's report to the related disclosures in the financial statements or. if such disclosures areinadequate, to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditor’sreport However, future events or conditions may cause the Company to cease to continue as a going concern
• Evaluate the overall presentation, structure and content of the financial statements. Including the disclosures, and whetherthe financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
11 We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant deficiencies in Internal control that we identify during ouraudit.
12. We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable, related safeguards.
13. From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the financial statements of the current period and are therefore the key audit matters We describethese matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
14 As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India interms of Section 143 {11) of the Act. we give in the "Annexure A' a statement on the matters specified In paragraphs 3 and 4 ofthe order, to the extent applicable.
15 As required by Section 143 (3) of the Act. based on our audit, we report, the extent applicable, that
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit of the accompanying standalone financial statements.
(b) in our opinion proper books of account as required by lav; have been kept by the Company so far as it appears from ourexamination of those books;
(c) the standalone financial statements dealt with by this report are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specifiedunder Section 133 of the Act. read with relevant rules issued thereunder;
(e) on the basis of the written representations received from the directors as on 31st March 2025 taken on record by the Boardof Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as a director in terms of Section164 (2) of the Act:
(f) With respect to the adequacy of internal financial controls with reference to financial statements of the Company as on 31stMarch 2025 and the operating effectiveness of such controls, refer to our report in “ Annexure B".
(g) With respect to the other matters to be Included in the Auditor’s Report in accordance with the requirements of Section197(16) of the Act. as amended, in our opinion and to the best of our information and according to the explanations given tous. the company has not paid any remuneration to its directors during the year.
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules. 2014 (as amended), in our opinion and to the best of our information and according to the explanationsgiven to us:
I. The Company has disclosed the impact of pending litigations on its financial position as at 31st March 2025 in thestandalone financial statements in Note no 42;
ii The Company did not have any long-term contracts including derivatives contracts for which there were any materialforeseeable losses;
lii. There has been no delay in transfemng amounts required to be transferred, to the Investor Education and Protection Fundby the Company during the year ended 31 st March 2025.
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loanedor Invested (either from borrowed funds or secunties premium or any other sources or kind of funds) by the Company to or inany other person(s) or entity(ies). Including foreign entitles (“the Intermediaries"), with the understanding, whether recordedIn writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Company ( the Ultimate Beneficiaries") or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries.
(b) The management has represented that, to the best of its knowledge and belief, no funds have been received bythe Company from any person(s) or entity(ies). including foreign entities ("the Funding Parties"), with the understanding,whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other personsor entities Identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries ') or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on such audit procedures performed as considered reasonable and appropnate in the circumstances,nothing has come to our notice that has caused us to believe that the management representation under sub-clauses (a) and(b)above contains any material misstatement.
v The Company has not declared or paid any dividend during the year and hence reporting under this clause does not arise
vi. Based on our examination which included test checks, the company has used accounting software for maintaining itsbooks of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout theyear for all relevant transactions rocorded in tho software. Further, during tho course of our audit we did not come across anyinstance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutoryrequirements for record retention
For Gopalaiyer and Subramanian
Chartered AccountantsFRN. 000960S
R. Mahadevan
Partner
Place' Coimbatore M.No.027497
Date: 30th May 2025_UDIN: 25027497BMNBAP5744