KG Denim Limited has disclosed a substantial acquisition of shares by promoter B Sriramulu under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction involved the acquisition of 12.50 lakh equity shares through an off-market inter-se transfer among promoters and immediate relatives, completed on March 25, 2026.

Transaction Details

The acquisition represents a significant internal restructuring within the promoter group of KG Denim Limited. B Sriramulu acquired 12.50 lakh equity shares, representing 4.88% of the company's total voting capital.

Acquisition Structure

The transaction was executed as an off-market inter-se transfer among promoters and immediate relatives, indicating an internal reorganization within the existing promoter group structure. No external parties were involved in this share transfer, and the acquisition did not involve any encumbrances, warrants, or convertible securities.

Company Capital Structure

KG Denim Limited maintains a stable equity structure with 2.56 crore equity shares of ₹10 each, representing a total equity share capital of ₹25.63 crore. The company's shares are listed on BSE Limited, and the capital structure remained unchanged following this transaction.

Detailed Promoter Holdings

The comprehensive promoter group composition shows significant changes in individual holdings post-transaction:

The transaction resulted in B Sriramulu becoming the largest individual promoter within the group, while K G Balakrishnan's holding decreased correspondingly, suggesting an internal transfer between these two promoters.

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations governing substantial acquisitions of shares and takeovers. The transaction maintains the existing promoter group's collective holding at 58.74%, ensuring continuity in the company's ownership structure while allowing for internal stake adjustments among promoter entities. The regulatory filing was completed on March 26, 2026, one day after the transaction date.

KG Denim Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025, revealing significant operational challenges. The textile company reported a net loss of ₹413 lakhs for Q3FY26, marking a sharp reversal from the profit of ₹187 lakhs recorded in the previous quarter.

Financial Performance Overview

The company's quarterly performance showed mixed signals with revenue growth but deteriorating profitability:

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, the company's performance remained under pressure:

The net loss of ₹413 lakhs for Q3FY26 was recorded after accounting for ₹759.04 lakhs profit from the sale of non-core assets, which was reported under 'Other Income'.

Segment-wise Performance

The company operates through two main segments - Textiles and Power. The segmentwise revenue breakdown for Q3FY26 showed:

• Textiles segment: ₹812 lakhs revenue with segment result of ₹354 lakhs
• Power segment: No revenue reported with segment loss of ₹(261) lakhs

Leadership Changes

In a significant corporate development, Mrs. Ramaprabha S resigned from her position as Chief Financial Officer effective February 13, 2026, citing personal reasons. The resignation was announced during the Board meeting that approved the quarterly results.

Financial Challenges and Restructuring

The company continues to navigate several financial challenges. As of December 31, 2025, KG Denim has outstanding trade payables of ₹7,884.41 lakhs. Certain creditors have issued recovery notices aggregating ₹913.54 lakhs, of which the company has entered into amicable settlement arrangements for ₹382.80 lakhs.

The company has successfully implemented the State Level Banker's Committee restructuring package under RBI Master Directions on Natural Calamities. However, The South Indian Bank Limited (holding 7% exposure) and one NBFC with outstanding dues of ₹6.50 crore have dissented from the restructuring scheme. The matter remains pending before the RBI Ombudsman after hearings were conducted.

Regulatory Compliance

Pursuant to Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company submitted copies of newspaper publications of its Q3FY26 unaudited financial results to BSE Limited on February 19, 2026:

Balance Sheet Position

The company's financial position shows significant stress with negative net worth of ₹147.34 lakhs as of December 31, 2025. The paid-up equity share capital remains unchanged at ₹2,565 lakhs with a face value of ₹10 per share.

The Board of Directors meeting was held on February 13, 2026, from 5:30 PM to 9:30 PM, where these results were reviewed by the Audit Committee and subsequently approved.