Annual Report of Financial Year 2025-2026

Date: 13th August, 2026 BSE Limited, 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Scrip Code: 514322 Sub.: Submission of Annual Report of the Company under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/Madam, Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2025-2026. The same is also available on the website of the Company at https://www.kflindia.com/ . Thanking you, Yours faithfully, For Kamadgiri Fashion Limited Siddhant Singh Company Secretary Cum Compliance Officer KAMADGIRI FASHION LIMITED CONTENTS PAGE NO. BOARD’S REPORT 01 MANAGEMENT DISCUSSION AND ANALYSIS 14 CORPORATE GOVERNANCE REPORT 17 INDEPENDENT AUDITOR’S REPORT 28 BALANCE SHEET 38 STATEMENT OF PROFIT AND LOSS 39 CASH FLOW STATEMENT 40 STATEMENT OF CHANGES IN EQUITY 41 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS 42 NOTICE 74 KAMADGIRI FASHION LIMITED CORPORATE INFORMATION Board of Directors Registered Office 202, Rajan House, 2nd Floor, Mr. Tilak Goenka Appa Saheb Marathe Marg, Executive Director and Managing Director (DIN: 00516464) Prabhadevi, Mumbai - 400025 Mr. Pradip Kumar Goenka Tel: (+91 22) 6666 2904 Executive Director and Chairperson (DIN: 00516381) Website: www.kflindia.com Email: cs@kflindia.com Mr. Aryan Kejriwal Non-Executive - Non Independent Director (DIN: 07155798) Mrs. Bindu Shah L17120MH1987PLC042424 Non-Executive - Independent Director (DIN: 07131459) (Term Expired on 24th September, 2025) Factory/Plant Mr. Abhishek Agarwal appointed w.e.f 15th July 2025 43/2 & 42/1, Ganga Devi Road, Non-Executive - Independent Director (DIN: 11194248) Umbergaon - 396171 Dist. Valsad (Gujarat). Mr. Amit Somani Non-Executive - Independent Director (DIN: 06901790) 766/1, Plot No. 01, Krishna Ind Park, Mrs. Neha Agrawal Umbergoan, Valsad, Gujarat -396 230. Non-Executive - Independent Director (DIN: 10720820) Registrar & Share Transfer Agent Chief Financial Officer MUFG Intime India Private Limited Mr. Narendra Joshi C-101, Embassy 247, L.B.S Marg, Vikhroli (West), Mumbai – 400083. Company Secretary Tel No.: (022) 28515606/49186000/ Mr. Siddhant Singh 49186270 Email: rnt.helpdesk@linkintime.co.in Statutory Auditors M/s. DMKH & Co. Chartered Accountants, Mumbai Bankers HDFC Bank Limited 39th ANNUAL REPORT 2025-26 BOARD’S REPORT Dear Members, Your directors are pleased to present the 39th Annual Report on the business and operation of the Company together with the Audited Financial Statements for the financial year ended on March 31, 2026 FINANCIAL HIGHLIGHTS (` in Lakhs) Particulars 31-Mar-26 31-Mar-25 Income from operations 15,776.66 17,750.26 Other Income 29.80 108.95 Net Profit/(Loss) for the period (Before Exceptional and/or Extraordinary items) 241.49 160.00 Exceptional Items -- _ Profit / (Loss) before Tax 241.49 160.00 Less: Provision for current tax - Less: Tax adjustment of earlier years (138.62) - Less: Net deferred tax assets 71.85 40.07 (Loss) / Profit after tax 308.26 119.93 Other Comprehensive Income 52.45 9.12 Basic : 5.25 2.04 Diluted : 5.25 2.04 COMPANY’S PERFORMANCE CORPORATE GOVERNANCE REPORT As we continue to build capacity for enhanced performance and As per Regulation 34(3) read with Schedule V of Securities and delivery across verticals, this will enable the Company to unlock Exchange Board of India (Listing Obligations and Disclosure the potential of the Business with existing business of branded Requirements) Regulations, 2015 (‘Listing Regulations), a Textile, Branded Apparel & Garmenting. Overall, the Company separate report on Corporate Governance is enclosed as a part of saw better performance in all its segments. this Annual Report. A Certificate from Auditors of your Company regarding compliance of conditions of Corporate Governance as During the year under review, the Company has achieved a stipulated in Regulation 17(7) read with Part A of Schedule II of turnover of ` 15,776.66 Lakhs as compared to ` 17,750.26 Lakhs the Listing Regulations is also enclosed along with the Corporate in the previous year. The Company has opted alternate plans and Governance Report. tapped available opportunities to continue to run its operations. The profit/ (Loss) after tax for the financial year 2025-2026 was 308.26 MANAGEMENT DISCUSSION AND ANALYSIS Lakhs as compared to profit/ (Loss) after tax for the financial year In terms of the provisions of Regulation 34 of the SEBI (Listing 2024-2025 was 119.93 Lakhs during the previous year. Obligations and Disclosure Requirements) Regulations, 2015 FUTURE PLAN (“the Listing Regulations”), the Management’s discussion and analysis is enclosed as part of this Annual Report. Increasing demand for apparel from the fashion industry coupled with the growth of E-commerce platforms is expected to drive the DIRECTORS’ RESPONSIBILITY STATEMENT market growth over the next few years. Pursuant to the requirements of Section 134(5) of the Companies DIVIDEND Act, 2013 (‘the Act’), with respect to Directors’ Responsibility Statement it is hereby confirmed that: In order to conserve resources in Company’s financial results during the year under review, the Board of Directors (‘the Board’) i. In the preparation of Annual Accounts for the year ended on have not proposed any dividend for the year. 31st March, 2026 the applicable accounting standards have been followed and there are not material departures from the PUBLIC DEPOSIT same.; The Company has not accepted any deposits from public and as ii. the Directors have selected such accounting policies and such, no amount on account of principal or interest on deposits applied them consistently and made judgments and estimates from public was outstanding as on the date of the balance sheet that are reasonable and prudent so as to give a true and fair within the meaning of Section 73 of the Companies Act, 2013 read view of the state of affairs of the Company as at March 31, with the Companies (Acceptance of Deposits) Rules, 2014. There 2026 and of the profit of the Company for that period; were no unpaid or unclaimed deposits as on 31st March, 2026. iii. the Directors have taken proper and sufficient care for the TRANSFER TO RESERVES maintenance of adequate accounting records in accordance The Board has decided not to transfer any amount to General with the provisions of the Act for safeguarding the assets Reserves for the financial year ended March 31, 2026 of the Company and for preventing and detecting fraud and other irregularities; KAMADGIRI FASHION LIMITED iv. the Directors have prepared the annual accounts for the POLICY ON DIRECTORS’ APPOINTMENT AND financial year ended March 31, 2026, on a going concern REMUNERATION basis; The Company’s policy on Directors’ appointment and remuneration v. the Directors have laid down internal financial controls to be and other matters provided in Section 178(3) of the Act, has followed by the Company and that such internal financial been disclosed in the Corporate Governance Report, which controls are adequate and were operating effectively; forms part of this Annual Report. The appointment of Director’s are made based on merit, apart from compliance of legal and vi. the Directors had devised proper systems to ensure contractual requirements, that complements and expands compliance with the provisions of all applicable laws and that the skills, experience and expertise of the Board as a whole such systems were adequate and operating effectively. taking into account knowledge, professional experience and DIRECTORS AND KEY MANAGERIAL PERSONNEL qualifications, gender, age, cultural and educational background, and any other factors that the NRC might consider relevant for During the year and as on date of this report, following were th [Showing first 8,000 characters — download PDF for full document]