Notice of 39th Annual General Meeting

Date: 13th August, 2026 BSE Limited, 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001. Scrip Code: 514322 Sub: Notice of 39th Annual General Meeting to be held on Wednesday, 09th September, 2026. Dear Sir, Pursuant to Regulation 30 read with Para A of Part A of Schedule III and Regulation 34 (1) to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), please find enclosed herewith the Notice of 39th Annual General Meeting ("AGM") of the Company is scheduled to be held on Wednesday, 09th September, 2026 through Video Conferencing and Other Audio-Visual Means (VC/OAVM) At 11:00 A.M. The Notice of the AGM is enclosed herewith which is dispatched to shareholders and also sent to the shareholders of the company on their registered email id and is also made available on the website of the Company viz.: https://www.kflindia.com/ We further wish to inform that pursuant to Section 91 of the Companies Act, 2013 and Regulations 42 of the Listing Regulations, the Register of Members and the Share Transfer Books of the Company will remain closed for the purpose of 39th Annual General Meeting from Thursday, 03rd September, 2026 to Wednesday, 09th September, 2026 (both days inclusive). Kindly take the same on your record. Thanking You, Yours Faithfully, For Kamadgiri Fashion Limited Siddhant Singh Company Secretary Cum Compliance Officer KAMADGIRI FASHION LIMITED CIN: L17120MH1987PLC042424 Registered Office: 202, Rajan House, 2nd Floor, Appa Saheb Marathe Marg, Prabhadevi, Mumbai - 400025 Tel. No.: (+91 22) 69433000 Website: www.kflindia.com | E-mail: cs@kflindia.com NOTICE NOTICE is hereby given that the 39th (Thirty Ninth) Annual General Meeting of the members of Kamadgiri Fashion Limited will be held on Wednesday, 09th September, 2026 at 11.00 AM (IST) through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) to transact the following business: Ordinary Business 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026 together with the reports of Board of Directors and Auditors thereon. To consider and pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2026 together with the Reports of the Board and Independent Auditors thereon and other Annexures and attachment therewith, as circulated to the members be and are hereby received, considered, approved and adopted.” 2. To appoint a director in place of Mr. Aryan Kejriwal (DIN: 07155798), Executive Director, who retires by rotation and being eligible, offers himself for re-appointment. To consider and pass the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Aryan Kejriwal (DIN: 07155798) who retires by rotation and being eligible offers himself for reappointment, be and is hereby re-appointed as Director of the Company liable to retire by rotation.” Special Business 3. Ratification of Remuneration payable to Cost Auditors for the financial year ending March 31, 2027 To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Cost Auditors, Ms. Ketki D. Visariya, Cost Accountant, appointed by the Board of Directors of the Company, to conduct the audit of the cost records maintained by the Company in respect of textiles products for the financial year ending March 31, 2027 on a remuneration of ` 0.75 Lakh excluding applicable taxes thereon and other out of pocket expenses, be and is hereby ratified. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” Registered Office: By order of the Board of Directors 202/ 2nd Floor, Rajan House, For Kamadgiri Fashion Limited Appasaheb Marathe Marg, Prabhadevi, Mumbai, India, 400025 Sd/- Siddhant Singh Date: 30th July, 2026 Company Secretary Cum Compliance Officer Place: Mumbai ACS 40488 NOTES: The Ministry of Corporate Affairs (“MCA”) inter-alia vide its General Circular Nos. 14/ 2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, followed by General Circular Nos. 20/2020 dated May 5, 2020, and subsequent circulars issued in this regard, the latest being 10/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars”) has permitted the holding of the annual general meeting through Video Conferencing (“VC”) or through other audio-visual means (“OAVM”), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the 39th Annual General Meeting (“Meeting” or “AGM”) of the Company is being held through VC / OAVM on Wednesday, 09th September, 2026 at 11.00 AM (IST). The proceedings of the AGM deemed to be conducted at the Registered Office of the Company. 2. Normally- pursuant to the provisions of the act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the company. since this AGM is being held pursuant to MCA circulars and SEBI circular through VC / OAVM, physical attendance of members has been dispensed with. accordingly, the facility for the appointment of proxies by the members will not be available for the AGM and hence the proxy form, attendance slip and route map are not annexed to the notice. 3. In accordance with the Secretarial Standard - 2 on General Meetings issued by the ICSI read with Clarification / Guidance on applicability of Secretarial Standards - 1 and 2 issued by the ICSI, the proceedings of the AGM through VC / OAVM shall be deemed to be conducted at the Registered Office of the Company at 202/ 2nd Floor, Rajan House, Appasaheb Marathe Marg, Prabhadevi, Mumbai, Maharashtra, India, 400025. 4. In compliance with the aforesaid MCA circulars and SEBI circular Notice of the AGM along with Annual Report 2025-26 is being sent only through electronic mode to those members whose email addresses are registered with the Company / Depositories. Members may note that the Notice and the Annual Report 2025-26 will also be available on the Company’s website ie. https://www.kflindia.com/, websites of the stock exchanges ie. BSE Limited at www.bseindia.com and on the website of MUFG Intime India Pvt. Ltd. i.e https://instavote.linkintime.co.in/. 5. The Explanatory Statement pursuant to Section 102(1) of the Act in respect of item no. 3 of the Notice set out above, is hereto annexed. 6. Members are requested to send all their documents and communications pertaining to shares to MUFG Intime India Pvt. Ltd (‘LIIPL’), Share Transfer Agent of the Company at their address at C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai - 400 083 (Maharashtra) Telephone No. 022 - 4918 6000, Fax No. 022 - 4918 6060 for both physical and demat segments of Equity Shares. Please quote on all such correspondence: “Unit – Kamadgiri Fashion Limited.” For Shareholders queries : Telephone No. : 022 – 4918 6270 Email ID : rnt.helpdesk@linkintime.co.in. 7. The remote e-voting will commence on Sunday, 06th September 2026 at 09:00 A.M. (IST) and will end on Tuesday, 08th September, 2026 at 05:00 P.M. (IST) During this period, the shareholders of the Company holding shares either in physic [Showing first 8,000 characters — download PDF for full document]