Your Directors have pleasure in presenting the 32^nd Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The highlights of the standalone performance of your Company during the financial year 2023-24 are given hereunder;

(Rs. In lakhs)

OPERATIONS

The Operating Revenue of the Company stands reduced by 49.64% from Rs. 51,563.20 Lakhs in the previous year to Rs. 25,969.55 Lakhs in the current year. After charging depreciation, interest and other overheads, the Company recorded a loss of Rs. 3,514.26 Lakhs as compared to the loss of Rs. 3,676.16 Lakhs 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 the Company has received notice from the Government of Tamil Nadu through the local District Administration directing the Company not to draw the water from Bhavani river which is the only source of water for the Company. Hence, major operations of the Company remain shut down in view of the prevailing water scarcity.

There has been no change in the nature of business of the Company.

ENVIRONMENT, SOCIAL AND GOVERNANCE

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

The Company has once again achieved outstanding scores in the apparel industry as verified by a leading brand assessor continuously this year also and has been meticulously following various environmental measures and carbon reduction programs to achieve the above. The Company has introduced in-house developed Agitated Thin Film Dryer (ATFD) to concentrate the RO reject water to fine tune the existing Zero Liquid Discharge system.

The Company is maintaining a hospital for serving the community including supply of medicines at subsidised 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 has obtained certification under Occupational Health and Safety Management System-ISO-45001 which is an Integrated Management System focusing on an organization's occupational health and safety management system. This standard

guides us to identify and control the conditions and factors that affect the well-being of employees, contractors, visitors and any other person in the workplace.

The Company is implementing various health and safety practices in continuous manner as per Occupational Health and Safety Management System-ISO-45001 standards and legal requirements.

The Company is conscious of improving the occupational and personal health of its employees. In addition, the Company contributes to the well-being of its employees as also people living around the factory premises by organising free medical camps, health check-up at in-house hospitals on regular basis.

The Company provides a safer work environment for its employees. Basic equipment are provided to ensure safety from fire.

Awareness classes are being conducted periodically with the help of internal/external agencies about the basic safety, fire fighting, mock drills, mass evacuation, first aid, etc.,

DIVIDEND

Since the Company has incurred loss during the year under review, the Board of Directors has not recommend dividend for the year 2023-24.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the year under review. However, the amount of loss of Rs. 2323.35 Lakhs for the current year has been adjusted against the surplus under the head “other equity” 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 31^st March 2024, the authorized capital of the Company is Rs. 31,00,00,000/- divided into 3,10,00,000 equity shares of Rs. 10/- 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.

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 2016-17 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) 53,535 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 the demat account identified by the IEPF Authority. Accordingly, 8,25,130 Equity Shares of the Company stand transferred to the credit of the Demat Account of the IEPF Authority as on 31^st March 2024.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 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-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)© of the Act, with respect to Directors' Responsibility Statement, it is hereby confirmed that

observations in their Secretarial Audit Report:

Delay in submission of certain events or information to the stock exchange which are material in nature pursuant to Regulation 30 of SEBI Listing Regulations and disclosure of related party transactions for the half year ended 31^st March 2023.

The information regarding the issue of duplicate certificate to one shareholder was not intimated to the stock exchange.

The management stated that the lapses were noted for future compliances in a timely manner.

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

No loan, guarantee or investment was made by the Company under Section 186 of the Act during the year under review. 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 2023-24 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-content/uploads/2022/06/rpt.pdf.

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

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 in 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.

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 P Seturaaman and Mr. A Velusamy. 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 has incurred a loss during the immediately preceding financial year and hence no amount had been allocated for the CSR expenditure. Thus, no amount has been spent on the CSR activities of the Company for the financial year 2023-24. Hence 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.kgdenim.com/wp-ontent/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 has also convened a separate meeting for this purpose on 13^th February 2024 and inter-alia, reviewed the performance 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

The Board of Directors at their Meeting held on 7^th August 2023 have appointed Mr. Ramaswamy Selvakumar (DIN: 00051608) as a Whole-time Director of the Company with effect from 7^th August 2023 for a term of three (3) consecutive years. Subsequently, his appointment was approved by the Shareholders at their Meeting held on 29^th September 2023.

Shri A Velusamy (DIN: 00002204), Director and Shri KG Baalakrishnan (DIN: 00002174), Executive Chairman of the Company retire

by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their reappointment.

The Nomination and Remuneration Committee and Board of Directors at their respective meetings held on 14^th August, 2024 after considering the qualifications, credentials and the required criteria as per statutory requirements, have recommended to the Shareholders for their approval, the proposal for:

Re-appointment of Shri N Govindarajan (DIN: 00366402) as Non-Executive Independent Director of the Company for a further period of 5 (five) years with effect from 29^th July 2025 and continuance of the Directorship of Shri N Govindarajan, who will attain the age of 75 years on 29^th December, 2024.

During the period under review, Smt.Lakshmi Pattabi Raman (DIN: 09488828) has resigned from Directorship of the company with effect from 15^th July 2024. The Board wishes to place on record their sincere appreciation for the valuable services rendered by Smt.Lakshmi Pattabi Raman during her tenure of office as Director of the Company.

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

Shri KG Baalakrishnan - Executive Chairman,

Shri B Sriramulu - Managing Director,

Shri B Srihari - Managing Director,

Shri R Selvakumar - Whole-time Director

CA Ramaprabha S - Chief Financial Officer and

Shri P Rajesh - Company Secretary.

During the year, CS Rajesh P was appointed as the Company Secretary w.e.f 15.12.2023 in place of CS Krishnaveni P and CA Ramaprabha S was appointed as the Chief Financial Officer w.e.f 14.08.2024 in place of CA Manickam S

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

I. Trigger Apparels Limited

Trigger Apparels Limited is engaged in the marketing of readymade garments. The turnover of the Company during the year under review was Rs. 1698.93 Lakh as against Rs. 4663.45 Lakh during the previous year. During the year the Company has incurred a net loss of Rs. 46.54 Lakh as against a net profit of Rs. 5.85 Lakh during the previous year.

II. KG Denim (USA) Inc.

The turnover of the Company during the year under review was Rs. 57.49 Lakh (INR) as against Rs. 84.98 Lakh (INR) during the previous year. During the year the Company has incurred a net loss of Rs. 0.15 Lakh as against a net loss of Rs. 63.32 Lakh during 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.kgdenim.com/investors-page/annual-reports/

However, 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 31^st March, 2024 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 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

STATUTORYAUDITORS

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

The Company has obtained the necessary consent and certificate from M/s. Gopalaiyer and Subramanian, Chartered Accountants, to the effect that their appointment would be within the prescribed limits under Section 141(3) of the Act and that they are not disqualified from being appointed as the Statutory Auditors of the Company.

SECRETARIAL AUDITORS

MDS & Associates LLP, Company Secretaries, Coimbatore (LLPIN: ABZ 8060) (Peer Review No: 3030/2023) have been appointed as the Secretarial Auditors of the Company for the year 2024-25 to carry out the Secretarial Audit, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The report of the Secretarial Auditors for the financial year 2023-24 is annexed as Annexure-3 to this Report.

COST AUDITORS

The Board of Directors on the recommendation of the Audit Committee, has appointed Shri. M. Nagarajan, Cost Accountant as the Cost Auditor of the Company for the financial year 2024-25. Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Accounts) Rules, 2014, the remuneration payable for the year 2024-25 to the Cost Auditor of the Company is subject to ratification by the Shareholders at the ensuing Annual General Meeting.

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

There are three petitions filed against the Company by the operational creditors and the proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016. However, the management is confident of settling issues out of the Court.

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 REASONSTHEREOF

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

INDUSTRIAL RELATIONS

The relationship between the management and the employees at all levels during the year under review has been cordial and productive.

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 2023-24:

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, 2014 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 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.com/wp-content/uploads/2015/10/Whistle-Blower-Policy.pdf.

CAUTIONARY STATEMENT

The statement in this Directors' Report & Management Discussion and Analysis contain forward looking statements regarding Company's 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 continued prosperity of the Company.

By Order of the Board For K G DENIM LIMITED

Coimbatore 14^th August, 2024

KG Baalakrishnan Executive Chairman DIN: 00002174