Your Directors hereby present the 33rd Annual Report and Audited Accounts of the Company for the year ended 31 st March.
2025.

FINANCIAL RESULTS

The highlights of the standalone and consolidated performance of your Company during the financial year 2024-25 are given
hereunder , ....

OPERATIONS

The Operating Revenue of the Company stands reduced by 78.03% from Rs. 25,969.55 Lakh in the previous year to Rs.
5.705.85 Lakh in the current year After charging depreciation, interest and other overheads the Company recorded a loss of
Rs. 4.681.09 Lakh as compared to loss of Rs. 3.514.26 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.

During the year under review, the Government of Tamil Nadu directed through local District administration stoppage of water
supply to the Company due to prevailing drought conditions, hence the operations had come to a grinding halt for most part of
the year. The problems were further compounded due to the delay In sanctioning of the restructuring relief announced by the
State Level Bankers' Committee (SLBC) for natural calamities under Hydrological drought, as per the RBI Master Directions.

After due negotiations with the Bankers, restructuring was sanctioned on 5th March 2025 and implementation is in progress.
Thero has been no change in the nature of business of the Company during the yoar under review.

FUTURE PROSPECTS

Apart from Denim and Apparel Fabrics, your Company is planning to manufacture and market performance fabrics using
specialized materials, technologies and value additions including moisture-wicking athletic wear, antibacterial medical
garments, and UV-protective clothing.

The Indian context is significant due to diverse climate (demand for UV protection, moisture management) and societal needs
(hygiene). Relevant categories include functionality-based (moisture management, waterproof, thermal regulating,
antimicrobial. UV protection, flame retardant, etc.), responsiveness-based (responsive, smart, bio-responsive), and
application-based (Meditoch, Sportech, Protech. Agrotech. Oekotech. Buildtech, Mobiltech. Hometech. Indutech. Packtech,
Clothtech. Geotech) Traditional Indian lextiles possess some inherent functional attributes (e.g., khadi's breathability.
certain silks' thermal regulation).

Opportunities: Growing demand across diverse industries, increasing consumer awareness, strong government support,
untapped rural markets, focus on sustainability, niche markets, integration with traditional handlooms, rising populanty of
performance apparel

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 Safely 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.

DIVIDEND

Since the Company has incurred loss during tho year under review, the Board of Directors has not recommended dividend for
the year 2024-25

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the year under review However. the loss of
Rs.3,587.97 Lakh for the current year has been accumulated to deficit balance of surplus under the head other equity in
financial statements of the Company

SHARE CAPITAL

During the year under review the Company has not altered/modified its aulhonsed share capital and the Company has not
made any fresh issue of shares.

As on 31" March 2025. 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.

The Board of Directors of the Company at their meeting hold on 11" August 2025 had approved the issuance of warrants,
each convertible inio or exchangeable for paid up equity shares of the Company, by way of a preferential issue through
private placement offer, and also approved offer and issue of non-convertible Cumulative Redeemable Preference Shares
(NCRPS) on a pnvate placement basis, subject to the approval of the members by means of a special resolution (s) and such
other authorities as may be required in this connection respectively.

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 2017-18 is due for remittance to the Investor Education and Protection Fund (IEPF) established by the Central
Government.

During the year under review, 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) 1.46.198 Equity Shares of Rs 10/- each
on which dividend had remained unclaimed for a period of 7 years have been transferred to the credit of tho demat account
Identified by the IEPF Authority. Accordingly. 9,71.328 Equity Shares of the Company stand transferred to the credit of the
Demat Account of tho IEPF Authority as on 31st March 2025.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 as required under Section 92(3) of the Act can be accessed
on the Company s website at the link https://www.kgdenim.com/annual-retum/

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 v/ere operating effectively; and

• The Directors had 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'

Mr. Jaganmohan Ramachandran. Mr. N Govindarajan. Mr. Duraipandian Kumaravel. Mr N B Anand and Mrs. 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

The Board of Directors have evaluated the Independent Directors appointed/ re-appointed during the year 2024-25 and
opined that the integrity, expertise and experience (including proficiency) of the Independent Directors are satisfactory

MATERIAL CHANGES AND COMMITMENTS AFFECTINGTHE FINANCIAL POSITION OFTHE COMPANY

Subsequent to the end of the financial year, the matenal 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 5” March 2025 with one year moratorium for payment of principal and
Interest repayable over the remaining 4 years Finance cost of Rs. 2889.07 Lakh consist of Rs 1785.20 Lakh interest which is
converted to a funded interest term loan repayable over a period of 5 years.

The Company, as part of the restructunng plan, has some non- core assets which would be sold to infuse funds to the extent of
Rs. 100 crore over a period of 2 years for the revival of the Unit. Out of this. Rs 5 crore has been realised from sale of non¬
factory land in the month of May 2025.

One NBFC, with loan outstanding of Rs.625 Lakh, has not implemented the restructuring scheme The Company had filed a
writ petition before the Hon’bte High Court. Madras, and an Injunction order has been obtained The matter Is sub-judice

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

COMPANY'S 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 Company's website at the link https://www.kqdenim.com/wp-content
/uploads/2022/Q6/nomlnationandremunerationcommittee policv.pdf

3 Directors viz.. Shri KG Baalaknshnan. Executive Chairman. Shri B Sriramulu. Managing Director. Shn B Srihari. Director,
have voluntarily waived their entire remuneration for the financial year 2024-25.

COMMENTS ON AUDITORS¹ REPORT

There Is no qualification, reservation or adverse remark or disclaimer made by M/s. Gopalaiyer and Subramanian. Statutory
Auditors in their report. Observations made in Key Audit matters have been sufficiently explained in Notes to accounts.

Regarding the qualifications made by M's. 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 dunng 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 2024-25 were in the ordinary course of business and on an arm's 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-

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 dunng dry seasons

The Company proposes utilizing treated sewage water from the new Sewage Treatment Plant (STP) recently commissioned
by the Mettupalayam 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 plant's water
requirement is approximately 25 KLD. meaning the STP's capacity is more than sufficient to meet the Company's needs. The
Company’s 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 Mr. KG
Baalakrishnan. Mr A Velusamy and Mr D Kumaravel The CSR policy of the Company deals with allocation of funds,
activities, identification of programs, approval, implementation, monitonng and reporting mechanisms under the policy.

Mr.A.P. Seturaaman, ceased to be a member and Mr. Mr.D.Kumaravel, Director of the Company, was appointed as Member
of the Committee with effect from 31st March 2025.

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
2024-25. Therefore, the disclosure of Annual Report on Company's CSR activities is not applicable. The policy relating to
CSR has been displayed on the Company's website and can be accessed at the link https://www.kqdenim.com/wp-
£Q.Otgnt/ypiogd.^2016/^.c.grpg.rgle:^qQijl-re§pon§!bQ!ty_rp.oh£y_Jp.gf

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 dunng the year and the contribution of
each of the Directors based on the entena laid down by the Nomination and Remuneration Committee.

Tho Independent Directors have also convened a separate meeting for this purpose and inter-alia reviowod 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 Balakrishnan Sriramulu (DIN: 00002560). Managing Director and Shri Ramaswamy Selvakumar (DIN: 00051608),
Whole-Time 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.

During the year under review. Mr. N Govmdarajan (DIN: 00366402) was re-appointed as Non-Executive Independent
Director of the Company for the 2' term of 5 consecutive years with effect from 29" July 2024 and approved the continuation

of his directorship on attaining the age of 75 years on 29' December 2024 by the members at the Annual General Meeting
held on 30” Septomber 2024.

The Board of Directors at their meeting held on 24 ” August 2024 had appointed Mr. N B Anand (DIN: 00785555) and Mrs.
Geetha (DIN 10753728) as Additional Director(s) in the capacity as Non-Executive Independent Directors) of the Company
for a period of first term of 5 consecutive years with effect from 24” August 2024 and 29” August 2024 respectively and
subsequently, obtained approval from members at the Annual General Meeting held on 30^r September 2024 for the said
appointment(s).

Mr Balakrishnan Srihari (DIN. 00002556) resigned as Managing Director but continued as Non-Executive Director of the
Company with effect from 31 March 2025.

Mr. A P Seturaaman (DIN: 07331898) retired consequent to the completion of his 2‘ term of 5 consecutive years, with effect
from 31" March 2024 as an Independent Director of the Company The Board wishes to place on record their sincere
appreciation for the valuable services rendered by Mr. A P Seturaaman dunng his tenure of office as Director of the Company.

Mr Sivagamlnathan Manickam resigned and in his place Mrs. Ramaprabha was appointed as Chief Financial Officer of the
Company with effect from 14” August 2024 respectively

Mr. P Rajesh. resigned as Company Secretary and Compliance Officer of the Company with effect from 1^J October 2024 and
in his place. Mr. M. Balaji was appointed as Company Secretary and Compliance Officer of the Company with effect from 25 ”
December 2024.

Key Managerial Personnel of the Company as required pursuant to Section 2(51) and 203 of the Companies Act, 2013 are -

Sri. GovindaswamyNaidu Balakrishnan - Executive Chairman.

Sri. B. Sriramulu - Managing Director.

Sri. R Salvakumar - Whole-time Director
CA Ramaprabha S - Chief Financial Officer and
Sri. M Balaji - Company Secretary

SUBSIDIARIES. JOINTVENTURESAND ASSOCIATE COMPANIES

The Company has 2 (Two) subsidiaries namely. Trigger Apparels Limited and KG Denim (USA) Inc.

Trigger Apparels Limited

Trigger Apparels Limited is engaged in the marketing of readymade garments. The turnover of the Company dunng the year
under review was Rs. 1.702.68 Lakh as against Rs 1.698.93 Lakh dunng the previous year. Dunng the year the Company
has earned a net profit of Rs. 12.58 Lakh as against a net loss of Rs. 46.54 Lakh during the previous year.

KG Denim (USA) Inc.

The turnover of the Company during the year under review was Rs. 4.85 Lakh (INR) as against Rs. 57 49 Lakh (INR) during
the previous year. Dunng the year the Company has incurred a net loss of Rs 181 Lakh as against a net loss of Rs. 0.15 Lakh
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 Company's website at the link https://www.kqdenim.com/investors-paqeyannual-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. 2025 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 COMPANY'S OPERATION IN FUTURE

There was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern
status and Company's 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 action as 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 Ihe
Company. The report of Auditors pursuant to Section 143(3)(l) 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. M/s Gopalaiyer and
Subramanlan (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 penod of 5 (five)
consecutive years from the conclusion of the 30th Annual General Meeting till Ihe 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 24Aof SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions
of Sections 179 & 204 of the Companies Act. 2013. read wiih the Companies (Meetings of Board and its Powers) Rules. 2014,
and subject to the approval of Shareholders in the ensuing Annual General Meeting, the Board of Directors of the Company
have recommended the appointment of 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.

MDS & Associates LLP have consented and confirmed their eligibility for appointment as Secretarial Auditors of the
Company. The necessary Resolution for their appointment has been included in the Agenda of the Annual General Meeting
Notice for the approval of the Members.

The report of the Secretarial Auditors for the financial year 2024-25 is annexed as Annexure-3 to this Report

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

The maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is applicable to the
Company and accordingly the cost accounts and records are made and maintained.

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

The Company has total Trade Creditors of Rs. 10599 Lakh as on 31.03.2025. Out of these, some trade creditors have issued
notices for recovery of their outstanding dues as on 31.03.2025. amounting to Rs.2252 lakh. The Company is negotiating with
such creditors for amicable settlements and some settlements have already happened and MOU has been negotiated with
the parties remaining amounts.

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 management had paid full wages even during non-operational and under utilized months and tried to retain the
workforce. The Company continues to enjoy a cordial relationship with its employees at all levels. The total strength of
employees as on March 31.2025. was 152.

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 2024-25:

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 Annexuro-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 (unctions 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 Company’s Code of Conduct. During the year under review, there
was no complaint received under this mechanism. The policy can be accessed on the Company's website at the link
https//www, kgdenim convwp-content/uploads/2023/09/KGDl._Whistle-Blower-Policypdf

CAUTIONARY STATEMENT

The statoment in this Directors’ Report & Management Discussion and Analysis contain forward looking statements
regarding Company's projections & expectations and the actual results could differ matenally from those expressed on
account of vanous factors like raw matenal 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 ail sections of the employees.

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

By Order of the Board
For K G DENIM LIMITED

Coimbatore

11.08.2025

KG Baalakrishnan
Executive Chairman
DIN: 00002174