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K G DENIM LTD.

21 October 2025 | 12:00

Industry >> Textiles - Denim

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ISIN No INE104A01012 BSE Code / NSE Code 500239 / KGDENIM Book Value (Rs.) 3.17 Face Value 10.00
Bookclosure 30/09/2024 52Week High 28 EPS 0.00 P/E 0.00
Market Cap. 46.35 Cr. 52Week Low 14 P/BV / Div Yield (%) 5.70 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

1 We have audited the accompanying standalone financial statements of K G Denim Limited ('the Company'), which
comprise the standalone balance sheet as at 31st March 2025, the standalone statement of profit and loss (including Other
Comprehensive Income), the standalone Statement of Cash Flow and the Standalone Statement of changes in Equity
for 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 standalone
financial statements ("the financial statements") give the information required by the Companies Act. 2013 ( the Act') in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS ), specified
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules. 2015 and other accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st March 2025, and its loss (including
other 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. Our
responsibilities under those standards are further described In the "Auditor's Responsibilities for the Audit of the Standalone
Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India ('ICAI') together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. Wo believe that the audit evidence we
have 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 the
standalone financial statements of the current penod. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. 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 a
significant impact on the results, if the potential
exposures were to materialise.

The amounts involved are significant, and the
application of accounting standards to determine
the amount, if any, to be provided as a liability or
disclosed as a contingent liability, is inherently
subjective.

Claims against the Company not acknowledged
as debts are disclosed in the Financial Statements
by the Company after a careful evaluation of the
facts and legal aspects of the matters involved.
The outcome of such litigation is uncertain and the
position taken by management Involves
significant judgement and estimation to determine

Principal Audit Procedures

Our audit approach was a combination of test of

internal controls and substantive procedures
including:

Assessing the appropriateness of the design
and implementation of the Company's controls over

the assessment of litigations and completeness of
disclosures. Supporting documentation are tested for
the positions taken by the management, meetings
are conducted with in-house legal counsel and/or
legal team and minutes of Board to confirm the
operating effectiveness of these controts.

Invotvlng our direct and indirect tax specialists to
assess relevant historical and recent judgements
passed by the appropriate authorities in order to
challenge the basis used for the accounting
treatment and resulting disclosures.

S. No

Key Audit Matter

Auditor’s Response

2.

the likelihood and/or timing o( cash outflows and
the Interpretation of preliminary and pending court
rulings

Refer Note 42 to the Standalone Financial
Statements

Loan Restructuring Arrangement with
Consortium Lenders

As disclosed in Note 61 to the standalone
financial statements, the Company has entered
Into a loan restructuring arrangement with its
consortium lenders under the Reserve Bank of
India's framework for relief measures in areas
affected by natural calamities While the resolution
plan has been approved by the majonty of the
consortium lenders, one bank holding 7% of the
debt exposure has dissented from the plan, and
one Non-Bankmg Financial Company (NBFC)
with an outstanding loan of Rs. 625 lakh has not
participated in the restructuring scheme. With
respect to the dissenting lenders' non-participation
In the restructuring scheme, the Company has filed
a writ petition before the Hon'ble High Court of
Madras and obtained an injunction order, with the
matter being sub judice. Repayment under the
restructured plan is scheduled to commence from
the quarter ending March 2026.

Principal Audit Procedures

• Obtained and reviewed the loan restructuring
agreements, lender communications, and board
resolutions approving the restructuring plan.

• Evaluated management's assessment of loan
classification, modification accounting, and
impairment under Ind AS 109, including
consideration of whether the terms of restructuring
constitute a substantial modification.

• Assessed the legal status of dissent by South
Indian Bank and non implementation by the NBFC.
including examining relevant court filings,
injunction orders, and legal opinion obtained by the
Company, if any.

• Evaluated the disclosures made in the financial
statements in accordance with Schedule III of the
Companies Act, 2013 and Ind AS 107 - Financial
Instalments: Disclosures

• Discussed with management and those charged
with governance the potential financial and legal
implications arising from the dissenting lender and
the pending litigation

• Assessed the adequacy and appropriateness of
disclosures made in the financial statements in
respect 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 the
information included in the Board's Report. Corporate Governance Report. Management Discussion and Analysis, but does
not include the standalone financial statements and our auditor's report thereon. The Boards Report. Corporate
Governance Report The Management Discussion and Analysis are expected to be made available to us after the date of
this auditor’s re port.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and. in
doing so. consider whether the other information is materially inconsistent with the standalone financial statements or our
knowledge 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 that
there 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. The
Company's Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation 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 in
accordance with the Ind AS specified under Section 133 of the Act and other accounting pnnciples generally accepted in
India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial
statements 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 to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic
alternative 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 from
matenal misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions 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 exercise
professional 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 and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion. forgery, intentional omissions, misrepresentations, or the overnde of internal
control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under Section 143(3)(l) of the Act. we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls system with reference to financial statements in place and the operating
effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.

• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures in the financial statements or. if such disclosures are
inadequate, to modify our opinion Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report 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 whether
the 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 of
the audit and significant audit findings, including any significant deficiencies in Internal control that we identify during our
audit.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably 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 most
significance in the audit of the financial statements of the current period and are therefore the key audit matters We describe
these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences 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 in
terms of Section 143 {11) of the Act. we give in the "Annexure A' a statement on the matters specified In paragraphs 3 and 4 of
the 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 were
necessary 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 our
examination 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 specified
under 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 Board
of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as a director in terms of Section
164 (2) of the Act:

(f) With respect to the adequacy of internal financial controls with reference to financial statements of the Company as on 31st
March 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 Section
197(16) of the Act. as amended, in our opinion and to the best of our information and according to the explanations given to
us. 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 (Audit
and Auditors) Rules. 2014 (as amended), in our opinion and to the best of our information and according to the explanations
given to us:

I. The Company has disclosed the impact of pending litigations on its financial position as at 31st March 2025 in the
standalone financial statements in Note no 42;

ii The Company did not have any long-term contracts including derivatives contracts for which there were any material
foreseeable losses;

lii. There has been no delay in transfemng amounts required to be transferred, to the Investor Education and Protection Fund
by 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 loaned
or Invested (either from borrowed funds or secunties premium or any other sources or kind of funds) by the Company to or in
any other person(s) or entity(ies). Including foreign entitles (“the Intermediaries"), with the understanding, whether recorded
In writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified 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 by
the 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 persons
or entities Identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries ') or provide any
guarantee, 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 its
books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions rocorded in tho software. Further, during tho course of our audit we did not come across any
instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory
requirements for record retention

For Gopalaiyer and Subramanian

Chartered Accountants
FRN. 000960S

R. Mahadevan

Partner

Place' Coimbatore M.No.027497

Date: 30th May 2025_UDIN: 25027497BMNBAP5744