Kamadgiri Fashion Ltd Directors Report

Dear Members,

Your directors are pleased to present the 37^th Annual Report on the business and operation of the Company together with the Audited Financial Statements for the financial year ended on March 31,2024.

FINANCIAL HIGHLIGHTS

( in Lakhs)

Particulars	31-Mar-24	31-Mar-23
Income from operations	21,760.03	28,088.67
Other Income	511.70	198.10
Net Profit/(Loss) for the period (Before Exceptional and/or Extraordinary items)	(177.12)	223.09
Exceptional Items
Profit / (Loss) before Tax	(177.12)	223.09
Less: Provision for current tax	-	63.48
Less: Tax adjustment of earlier years	-	-
Less: Net deferred tax assets	(36.22)	12.04
(Loss) / Profit after tax	(140.90)	147.57
Other Comprehensive Income	(2.71)	35.81
Basic :	(2.40)	2.51
Diluted :	(2.40)	2.51

COMPANYS 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 21760.03 Lakhs as compared to 28,088.67 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 2023-24 was (140.90) Lakhs as compared to profit/ (Loss) after tax for the financial year 2022-23 was 147.57 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 Companys 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, 2024.

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, 2024.

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 Managements discussion and analysis 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, 2024, 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, 2024 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, 2024, 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. Mr. Abhay Kumat, the Chief Executive Officer of the Company, resigned from the position with effect from February 9, 2024 due to personal reason and other Occupancies.

2. Mrs. Deepa Toshniwa, the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company, resigned from the position with effect from February 9, 2024 due to personal reason and other Occupancies.

3. Mr. Siddhant Singh, was appointed as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company, with effect from February 10, 2024.

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. Tilak 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 Companys 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 Directors 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 5 (Five) 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.

COMPANYS INVESTMENT

Metawear Limited a subsidiary company was converted into an associate company on 20^th May, 2022. Due to further investment by other investors the stake was reduced from 51% to 49%. On 27^th May, 2022, The Company stake was further reduced from 49% to 31%. Further on 11^th February, 2023 company has made divestment of its balance holding of 31%.

Your Company has divestment the entire holding in Metawear Limited to Think9 Consumer Technologies Private Limited ("Think9"), resulting Metawear Limited is no longer associate concern of the Company hence there is consolidation of the financial were not required.

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, Mr. Rahul Mehta 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

During the year under review, M/s. DMKH & Co., Chartered Accountants, Mumbai were appointed as statutory auditors of your Company at the 33^rd (Thirty Third) AGM held on September 29, 2020 for a term of 5 (five) consecutive years and they hold office till the conclusion of 38^th (Thirty-Eight) AGM.

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

The Company has appointed M/s. HD and Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2024-25 in terms of provisions of Section 204 of the Act. The Secretarial Audit Report for the year ended March 31, 2024 is annexed to this report as Annexure B.

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 202425. 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 2023-24 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 recommodation 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/2019/01/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 A.

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 Companys 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 arms 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 as on date of signing of this report the shareholders of the Company have approved the transfer of Companys 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 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 C. 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 D 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 Companys 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 Companys 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 Companys 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 Companys 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 31,2024:

Year of Dividend	Date of declaration	Last date for claiming due amount
2015-2016 (Final)	19/09/2016	25/10/2023
2016-2017 (Final)	19/09/2017	25/10/2024
2017-2018 (Final)	25/09/2018	31/10/2025
2018-2019 (Final)	24/09/2019	30/10/2026

During the year under review, the Company had transferred 1,595 (One-Thousand Five Hundred and Ninety-Five) equity shares and 1,01,166/- (Rupees One Lakh One Thousand One 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 2015-16 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.

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
Managing Director	Director
DIN: 00516381	DIN: 00516464
Place: Mumbai
Date: 30th July 2024