Your directors are pleased to present the 38^th Annual Report on the business and operation of the Company together with the Audited
Financial Statements for the financial year ended on March 31,2025

FINANCIAL HIGHLIGHTS

(' in Lakhs)

COMPANY’S PERFORMANCE

As we continue to build capacity for enhanced performance and
delivery across verticals, this will enable the Company to unlock
the potential of the Business with existing business of branded
Textile, Branded Apparel & Garmenting. Overall, the Company
saw better performance in all its segments.

During the year under review, the Company has achieved a
turnover of ' 17,750.26 Lakhs as compared to ' 21,760.03 Lakhs
in the previous year. The Company has opted alternate plans and
tapped available opportunities to continue to run its operations. The
profit/ (Loss) after tax for the financial year 2024-25 was 119.93
Lakhs as compared to profit/ (Loss) after tax for the financial year
2023-24 was (140.90) Lakhs during the previous year.

FUTURE PLAN

Increasing demand for apparel from the fashion industry coupled
with the growth of E-commerce platforms is expected to drive the
market growth over the next few years.

DIVIDEND

Considering the less profit in Company’s financial results during
the year under review, the Board of Directors (‘the Board’) have
not proposed any dividend for the year.

PUBLIC DEPOSIT

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits
from public was outstanding as on the date of the balance sheet
within the meaning of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014. There
were no unpaid or unclaimed deposits as on 31^st March, 2025.

TRANSFER TO RESERVES

In view of less profit, the Board has decided not to transfer any
amount to General Reserves for the financial year ended March
31,2025

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations), a
separate report on Corporate Governance is enclosed as a part
of this Annual Report. A Certificate from Auditors of your Company
regarding compliance of conditions of Corporate Governance as
stipulated in Regulation 17(7) read with Part A of Schedule II of
the Listing Regulations is also enclosed along with the Corporate
Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“the
Listing Regulations”), the Management’s discussion and analysis
is set out as Annexure A forming part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies
Act, 2013 (‘the Act’), with respect to Directors’ Responsibility
Statement it is hereby confirmed that:

i. In the preparation of Annual Accounts for the year ended on
31^st March, 2025 the applicable accounting standards have
been followed and there are not material departures from the
same.;

ii. 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 as at March 31,
2025 and of the profit of the Company for that period;

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

iv. the Directors have prepared the annual accounts for the
financial year ended March 31, 2025, on a going concern
basis;

v. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively;

vi. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year and as on date of this report, following were the
changes in Director/ Key Managerial Personnel:

1. Mrs. Neha Agrawal (DIN: 10720820) was appointed as a
Non-Executive Independent Director of the Company in the
Board meeting held on July 30, 2024. Her appointment was
subsequently regularized at the 37^th Annual General Meeting
for a term of five consecutive years, effective from July 30,
2024 to July 29, 2029.

2. Mr. Jagdish Prasad Dave, the Chief Financial Officer of the
Company, resigned from the position with effect from August
23, 2024 due to personal reason and other Occupancies.

3. Mr. Rahul Mehta, Non-Executive Independent Director of
the Company, retired upon the successful completion of
his second five-year term as a Non-Executive Independent
Director, with effect from September 25, 2024.

4. Mr. Narendra Joshi, was appointed as the Chief Financial
Officer of the Company, with effect from November 09, 2024.

5. Change in designation of Mr. Pradip Kumar Goenka
(DIN: 00516381) from Chairman and Managing Director to
Chairman and Executive Director of the Company, effective
January 15, 2025, along with revision in the remuneration
payable to him, as approved by the shareholders through
postal ballot.

6. Change in the Designation of Mr. Tilak Pradip Goenka
(DIN: 00516464) from Executive Director to Managing Director
of the Company for a term of five years, effective January 15,
2025, along with a revision in the remuneration payable to
him, as approved by the shareholders through postal ballot.

7. Mr. Abhishek Agarwal (DIN: 11194248) was Appointed as
an Additional Non-Executive Independent Director of the
Company with effect from July 15, 2025 and the Board
recommends his Regularisation at the ensuing Annual
General Meeting.

8. Mr. Tilak Goenka (DIN: 00516464), Executive Director, is
retiring by rotation and being eligible, offer himself for re¬
appointment. The Board recommends his re-appointment at
the ensuing Annual General Meeting.

The necessary disclosures required under the Companies Act,
2013 (“Act”) and the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) and
Secretarial Standards-2 on General Meetings issued by the
Institute of Company Secretaries of India, for the above-mentioned
appointments/re-appointment are provided as on financial year.

The Company has received declarations from all its Independent

Directors, confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations.

Additional information on appointment/re-appointment of Directors
as required under Regulation 36(3) of the Listing Regulations is
given in the Notice convening the ensuing AGM.

In terms of Section 152 of the Act and Reg 17 (1C) of SEBI (LODR),
Regulations 2015, Mr. Pradip Goenka retire by rotation at the
ensuing AGM and being eligible, offers himself for re-appointment.

Additional information on appointment/re-appointment of
Directors as required under Regulation 26(4) and 36 of the Listing
Regulations is appended as on annexure to the notice convening
the ensuing AGM.

POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company’s policy on Directors’ appointment and remuneration
and other matters provided in Section 178(3) of the Act, has
been disclosed in the Corporate Governance Report, which
forms part of this Annual Report. The appointment of Director’s
are made based on merit, apart from compliance of legal and
contractual requirements, that complements and expands
the skills, experience and expertise of the Board as a whole
taking into account knowledge, professional experience and
qualifications, gender, age, cultural and educational background,
and any other factors that the NRC might consider relevant for
the Board to function effectively. While appointing any person
as an Independent Director, utmost care is to be taken as to the
independence of such person.

NUMBER OF BOARD MEETINGS

The Board met 7 (Seven) times during the year under review. The
details of Board Meetings and the attendance of the Directors are
provided in the Corporate Governance Report which forms part of
this Annual Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 17(10)
and Regulation 25(4) of the Listing Regulations, the Board has
carried out an annual evaluation of performance of its own, the
Committees thereof and the Directors individually. At the meeting
of the Board all the relevant factors that are material for evaluating
the performance of the Committees and of the Board were
discussed in detail.

A separate exercise was carried out to evaluate the performance
of individual Directors including the Chairman of the Board, who
were evaluated on parameters such as level of engagement
and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders, etc. The
performance evaluation of the Independent Directors was carried
out by the entire Board except the Independent Director being
evaluated.

The performance evaluation of the Chairman and Non-Independent
Directors was carried out by the Independent Directors.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

The Company does not have any subsidiary, joint venture or
associate Company as on March 31,2025.

COMMITTEES OF THE BOARD
Audit Committee

During the year under review, the Audit Committee of the Company
comprised of 3 (Three) Independent Directors viz. Mr. Amit Somani
as Chairman, Mrs Neha Agrawal and Ms. Bindu Shah There are no
instances where the Board did not accept the recommendations of
the Audit Committee. The terms of reference, powers and roles of
the Committee are disclosed in the Corporate Governance Report,
which forms part of this Annual Report. The Company Secretary
act as a Secretary of Audit Committee.

Other Committees

Details of other Committees of the Board along with their terms of
reference, composition and meeting(s) held during the year are
provided in the Corporate Governance Report which forms part of
this Annual Report.

AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

M/s. DMKH & Co., Chartered Accountants, Mumbai, were
appointed as the Statutory Auditors of the Company at the 33^rd
(Thirty-Third) Annual General Meeting held on September 29,
2020, for a term of five (5) consecutive years, to hold office till the
conclusion of the 38^th (Thirty-Eighth) Annual General Meeting to
be held financial year 2025-26.

The term of M/s. DMKH & Co., Chartered Accountants, as
Statutory Auditors of the Company will expire at the conclusion
of the ensuing 38th Annual General Meeting. The Board of
Directors, based on the recommendation of the Audit Committee,
recommends their reappointment for a second term of 5 (five)
consecutive years from the conclusion of the 38^th AGM until the
conclusion of the 43^rd AGM, subject to approval of the members at
the ensuing AGM.

The Report given by the Auditors on the financial statements
of the Company forms part of this Report. The Auditors’ Report
does not contain any qualification, reservation, adverse remark or
disclaimer.

The Report given by the Auditors on the financial statements of the
Company is part of this Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors has appointed M/s.
HD and Associates, Practicing Company Secretaries, to conduct
the Secretarial Audit of the Company for the financial year 2024¬
25. The Secretarial Audit Report for the year ended March 31,
2025, is annexed to this Report as Annexure B.

Further, based on the recommendation of the Audit Committee,
the Board has approved the appointment of M/s. HD and
Associates, Practicing Company Secretaries, for a term of five (5)
consecutive years commencing from the financial year 2025-26 to
2029-30, subject to the approval of the members at the ensuing
Annual General Meeting (“AGM”), on such remuneration as may
be determined by the Board of Directors. The said proposal is
included in the Notice convening the AGM.

Cost Auditor

As per the requirement of Central Government pursuant to Section
148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your Company has
been carrying out audit of cost records relating to Textile products
every year.

The Board, on the recommendation of Audit Committee, has
appointed Ms. Ketki D. Visariya, Cost Accountant, as Cost Auditor
to audit the accounts of the Company for the financial year 2025¬
26. As required under the Act, a resolution seeking ratification of
members for the payment of remuneration to Cost Auditor forms
part of the Notice convening the AGM.

The Cost Audit report for the financial year 2024-25 was filed with
the Ministry of Corporate Affairs.

REPORTING OF FRAUDS

During the year under review, the Auditors have not reported any
instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee under Section 143(12) of the
Companies Act, 2013.

POLICIES & DISCLOSURE REQUIREMENTS

Details of programme for familiarisation of Independent Directors
with the Company is available on the website of the Company at
the following link https://www.kflindia.com/policies-and-codes.

Policy on dealing with related party transactions is available on the
website of the Company at the following link https://www.kflindia.
com/policies-and-codes. Policy for determining Materiality of
Events of the Company is available on the website of the Company
at the following link https://www.kflindia.com/policies-and-codes.

The code of conduct for Directors and senior management of the
Company is available on website of the Company at the following
link https://www.kflindia.com/policies-and-codes.

The Company has formulated and disseminated a Whistle
Blower Policy to provide vigil mechanism for employees and
Directors of the Company to report genuine concerns that could
have serious impact on the operations and performance of the
business of the Company. This Policy is in compliance with
the provisions of Section 177(9) of the Act and Regulation 4(2)
(d)(iv) of the Listing Regulations. Policy on Whistle Blower
is available on website of the Company at the following link
https://www.kflindia.com/policies-and-codes.

CORPORATE SOCIAL RESPONSIBILITY

The company has constituted a Corporate Social Responsibility
committee (CSR committee) in accordance with Section

135 of the Act. The Board of directors of the company

has based on recommendation made by CSR committee,
formulated and approved CSR Policy of the company

and which has also been placed on website at a weblink:

https://www.kflindia.com/wp-content/uploads/201 9/01/
CORPORATE-SOCIAL-RESPONSIBILITY.pdf

The disclosure including inter-alia the composition of CSR
committee and the brief outline of CSR Policy as per Rule 8 of
Companies (Corporate Social Responsibility policy) Rule 2014
is made in prescribed form which is annexed to this report as
Annexure C.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with
Secretarial Standards on meetings of the Board (“SS-1”) and on
General Meetings (“SS-2”) issued by the Institute of Company
Secretaries of India in terms of Section 118(10) of the Act.

ANNUAL RETURN

In terms of provisions of Section 134 and 92(3) of the Act, an Annual
Return in prescribed format is available on the Company's website
at the following link https:// www.kflindia.com/annual-return/.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

During the year under review, all transactions entered by the
Company with related parties as defined under the Act and
Regulation 23 of the Listing Regulations, were in the ordinary
course of business and on an arm's length basis. There were no
materially significant transactions with the related parties during
the financial year which were in conflict with the interest of the
Company.

Disclosure of transactions with related parties as required under
the Indian Accounting Standard (IND AS-24) has been made in
the notes forming part of the financial statements. Accordingly,
the disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to
your Company.

MATERIAL CHANGES AND COMMITMENTS

Your directors further state that during the year under review,
the shareholders of the Company have approved the transfer of
Company's business undertaking comprising the fabric distribution
division and Made-To-Measure business as a going concern on
Slump Sale basis to Tritoma Fashion Lab Private Limited by way
of Business Transfer Agreement (“BTA”) along with all of the rights,
title and interest therein for an aggregate cash consideration of
Rs.5.91 crores via Postal Ballot on May 28, 2024. Accordingly, the
Company has executed the Business Transfer Agreement (“BTA”)
with Tritoma Fashion Lab Private Limited on June 25, 2024 except
this there were no material changes have been taken place, that
could have an impact on the financial position of the company.

VIGIL MECHANISM

The company has established a vigil mechanism to provide a
framework to promote responsible and secure whistle blowing
and to provide a channel to the employee(s) and director to report
to the management, concern about unethical behaviour, actual
or suspected fraud or violation of the code of conduct or policy/
ies of the company as adopted /framed from time to time. The
mechanism provide for adequate safeguard against victimization
of employees and directors to avail of the mechanism and also
provide for direct access to the chairman of the audit committee in
exceptional cases.

PARTICULARS OF LOANS GRANTED, GUARANTEE
PROVIDED AND INVESTMENTS MADE PURSUANT TO THE
PROVISIONS OF SECTION 186 OF THE ACT

The Company has not granted any loans, not provided any
Guarantee and not made any Investments which are covered
under the provision of Section 186 of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS

There were no significant and material orders passed by the
Regulators or Courts or Tribunals during the year.

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

Information pursuant to Section 134(3)(m) of the Act read with
Rule 8(3) of Companies (Accounts) Rules, 2014 is given as
Annexure D. The Company being focusing in Indian market, it has
not taken any export initiative.

PARTICULARS OF EMPLOYEES

Disclosure as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 framed there under, the
names and other particulars of employees are provided under
Annexure E is annexed to this Report.

A statement containing the particulars as required under Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in this Annual
Report.

In accordance with the provisions of the second proviso to Section
136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the Company.
The said information is available on the Company's website
www.kflindia.com.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL
FINANCIAL CONTROL

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives. Major
risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The
Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations.
These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations and follow up actions thereon are
reported to the Audit Committee.

The Board has adopted policies and procedures for ensuring the
orderly and efficient conduct of the business, including adherence
to the Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

The Audit Committee actively reviews the adequacy and
effectiveness of the internal control systems and suggests
improvements to strengthen the same. The Company has a robust
Management Information System, which is an integral part of the
control mechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and
harassment free workplace for every individual working in
Company's premises through various interventions and practices.
The Company always endeavours to create and provide an

environment that is free from discrimination and harassment
including sexual harassment.

The Company has in place a robust policy on prevention of
sexual harassment at workplace. The policy aim at prevention
of harassment of employees and lay down the guideline for
identification reporting and prevention of sexual harassment.
The company has complied with the provision relating to Internal
Complaint Committee (ICC). Further ICC is responsible for
redressal of complaint related to sexual harassment and follow
the guideline as provided in the policy.

During the year under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend, if not
claimed for a consecutive period of 7 (Seven) years from the date
of transfer to Unpaid Dividend Account of the Company, are liable
to be transferred to the IEPF.

The following table provides the due dates for the transfer of
outstanding unpaid/unclaimed dividend by the Company as on
March 31,2025:

During the year under review, the Company had transferred 8,001
(Eight Thousand One) equity shares and Rs. 88,966/- (Rupees
Eighty-Eight Thousand Eight Hundred and Sixty-Six Only) as
unpaid/unclaimed dividend and shares lying against them to
Investor Education and Protection Fund authority for the financial
year ended 2016-17 pursuant to Section 124(5) of the Act read
with applicable rules made thereunder.

EQUITY SHARES IN THE SUSPENSE ACCOUNT

During the year under review, and in accordance with the
requirement of Regulation 34(3) and Part F of Schedule V to the
Listing Regulations, there were no shares transferred to suspense
account.

CHANGE IN NAME OF REGISTRAR AND SHARE TRANSFER
AGENT

The name of Registrar and Transfer Agent of the Company is
changed to MUFG Intime India Private Limited (RTA) from Link
Intime India Private Limited, with effect from December 31,2024.
This is pursuant to acquisition of Link Group by Mitsubishi UFJ
Trust & Banking Corporation, by way of scheme of arrangement.

MATERNITY BENEFITS

Your Company is committed to upholding the rights and welfare of
its women employees. During the year under review, the Company
continued to comply with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time.

The Company provides maternity benefits to eligible female
employees, including paid maternity leave, nursing breaks,
and other necessary facilities, in accordance with the law. The
Company also supports a conducive and inclusive workplace
environment to ensure the health, safety, and dignity of women
employees during and after maternity.

PENALITIES / PUNISHMENT / COMPOUNDING OF OFFENCES

There were no instances of non-compliance by the Company on
any matters related to the capital markets or penalties, strictures
imposed on the Company by the Stock Exchange or SEBI or any
statutory authority on any matter related to capital markets, during
the last three years.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation
to all the bankers, customers, employees at all levels and
stakeholders for the continued support and patronage during the
year under review.

For And on Behalf of The Board of Directors
Kamadgiri Fashion Limited

Sd/- Sd/-

Pradip Kumar Goenka Tilak Pradip Goenka

Chairman & Executive Director Managing Director

DIN: 00516381 DIN: 00516464

Place: Mumbai
Date: 15^th July, 2025