Your Directors are pleased to present the 33^rd Annual Report of the Company together with the Audited Financial Statements for the
financial year ended March 31, 2025.

1. CORPORATE OVERVIEW

Your company is primarily into exports of cotton garments especially Infants wear and Kids wear. The Company exports its
products to United States and European Markets.

2. FINANCIAL HIGHLIGHTS

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statements (both standalone and
consolidated) for the year ended March 31, 2025 as per Indian Accounting Standard ('IND AS’) notified under Sec 133 of the
Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time.

The Standalone and Consolidated financial performance of the Company for the financial year ended March 31, 2025 is
summarized below:

3. FINANCIAL PERFORMANCE

The Company continues to maintain its market leadership
in Infants wear across US markets during the year under
review. We are glad to inform that the Company achieved its
record turnover in the history during the fiscal year. Global
market trends favours Indian Textile Industry. Drive to find
alternate source from China provides huge opportunity
for India. Recent turmoils in Bangladesh has exposed the
risk in sourcing of garments from there. The recent Trade
agreement signed with UK will open up huge market for
Indian Textiles Industry. Kitex Group vision to expand
capacity has given it an edge as the capacity available in
India is limited and the lead time to add capacity is longer.
We expect to capture the huge opportunities available and
will continue our record growth in the coming years also.

During this year we have added few more leading buyers
both from USA and Europe to strengthen our exports and
as future potential partners in our future journey.

STANDALONE PERFORMANCE

On standalone basis, your company reported a turnover of
H101,941.42 lakhs ie., a 58.89% increase over the previous
financial year. Cost of goods sold as a percentage to
revenue from operations increased to 42.98% as against
41.35% in the previous year due to increased production.
Employee cost as a percentage to revenue from operations
decreased to 16.11% (H15,833.66 lakhs) as against 19.35%
(H11,939.36 lakhs) in the previous year. The operating profit
stood at H 20,674.94 lakhs compared with H 9,908.17 lakhs
in the previous year, a jump of 108.67% over previous year.
The net profit for the year was H 15,295.33 lakhs as against

H 6,818.77 lakhs reported in the previous year, a growth
of 124.31% over previous year. The EPS from continuing
operations for the reporting year was H7.67 as against
H 3.42 reported in the previous year.

CONSOLIDATED PERFORMANCE

On consolidated basis, total revenue for the financial year
under review was H100,134.57 lakhs as against H63,117.19
lakhs for the previous financial year, a growth of 58.65%.
Profit before tax was H18,954.22 lakhs and net profit after
tax was H13,574.60 lakhs for the financial year under
review as against H8,672.46 lakhs and H5,583.05 lakhs for
the previous year.

During the year under review, your company received
orders confirmations from major infant garment buyers
viz., Gerber Childrenswear LLC, Carters, Carters brands,
Sam’s Club and LAT who can contribute major part of
your Company’s turnover in coming years. On an average,
the Company manufactures 2.75 lakhs pieces of infant’s
apparel per day and dispatches as a whole container
to clients in US.

4. PERFORMANCE HIGHLIGHTS OF SUBSIDIARY &
ASSOCIATE COMPANY

• ASSOCIATE COMPANY

As on March 31,2025, the Company has an Associate
Company, Kitex USA LLC being an Associate Company
with joint investment between the Company and Kitex
Childrenswear Limited to support and facilitate design
and supply for US Market customers. The Associate
Company markets through own Brand "Little Star”
Infants wear in US and Canada.

Your company has also sold products worth H3,396.85
Lakhs to its Associate during the reporting period.

• SUBSIDIARIES

During the year under review, the company has
6 wholly owned subsidiaries viz. Kitex Babywear
Limited, Kitex Littlewear Limited, Kitex Kidswear
Limited, Kitex Knits Limited, Kitex Socks Limited
and Kitex Packs Limited. Company has one more
Subsidiary named Kitex Apparel Parks Ltd formed
as joint venture to take care of the expansion at
Telangana along with Kitex Childrenswear Limited in
the ratio 70:30 investment ratio.

Further, pursuant to the provisions of Section 136
of the Act, Audited Financial Statements in respect
of subsidiaries are available on the website of the
Company www.kitexgarments.com.

A report on the salient features of the financial
statements of Subsidiaries/ Associate Companies/
Joint Ventures prepared in e-Form AOC-1 is provided
as Annexure - A.

There are no companies which have ceased to be its
Subsidiaries, Joint Ventures or Associate Companies
during the year under review.

The Company has adopted the policy for determining
material subsidiaries in terms of Reg 16(1 )(c) of
Listing Regulations as amended from time to time
and may be accessed on the company’s website
www.kitexgarments.com.

The Consolidated Financial Statements of the
Company along with its Subsidiaries and Associate
prepared for the year 2024-25 in accordance
with relevant Ind AS issued by ICAI forms part of
this Annual Report.

5. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors recommend for your approval, final dividend
of H0.50 paise per share (50%), subject to deduction of
income tax at source for the year ended March 31, 2025 on
equity shares of Re. 1/- each fully paid-up. The total outgo
on account of dividend inclusive of taxes for FY 2024-25
is H997.50 lakhs ( PY H 997.50 lakhs) which represents a
payout of 6.52 % of the Company’s standalone profits.

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, top one
thousand listed entities based on market capitalization
are required to formulate a Dividend Distribution Policy.
Accordingly, the Board approved and adopted Dividend
Distribution policy which is available on the Company’s
website URL at: http://www.kitexgarments.com/wp-
content/uploads/2017/05/KGL Dividend-Policy 2017.pdf

6. TRANSFER TO RESERVES

During the year under review, your company transferred a
sum of H2,000 lakhs to the General Reserve on account of
future expansions.

7. ISSUE OF BONUS SHARES

Your Directors are pleased to inform that during the year
under review, your Company issued 13,30,00,000 bonus
equity shares of H1/- each in the ratio of 2:1. Accordingly,
the paid-up share capital of the Company was increased
from H 6,65,00,000 to H 19,95,00,000.

8. SHARE CAPITAL

Increase in Authorized Share Capital

The Board of Directors at their meeting held on August 04,
2025 approved and has resolved to seek approval from
the shareholders at the ensuing Annual General Meeting
for increase in Authorized Share Capital of the Company
from H25,00,00,000 (Rupees Twenty Five Crores only)
divided into 25,00,00,000 (Twenty Five Crores) Equity
Shares of Re.1/- each (Rupee One only) to H50,00,00,000

(Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty
Crores) Equity Shares of Re.1/- (Rupee One only) each
and consequent alteration of Clause V of Memorandum of
Association of the Company

The paid-up equity share capital as on 31^st March, 2025,
was H1995.00 lakhs consisting of 19,95,00,000 equity
shares of Re. 1/- each fully paid-up.

9. MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes or commitments
affecting the financial position of the Company which have
occurred between the end of the financial year and the date
of this report.

10. CORPORATE DEVELOPMENT

Scheme of Arrangement - Kitex Childrenswear Limited

During FY 2024-25, your Directors approved a Scheme of
Arrangement ("the Scheme”) between Kitex Childrenswear
Limited ("KCL"), your Company and their respective
shareholders and creditors. The Scheme provides
for demerger of the Textile Business Division of KCL
into your Company.

KCL is primarily engaged in apparel business specialized
in premium infants wear and Childrenswear. Under the
Scheme, your Company will issue 9706 shares of face
value of H1/- each for every 100 equity shares of KCL of
face value H1/- each to the shareholders of KCL as on
the record date as defined in the Scheme, resulting in
the issuance of 9,21,97,779 new equity shares of your
Company. The transaction will enable your company to
optimize business operations, achieve economies of scale,
create operational efficiency, common pool of production
and better utilization of resources.

The merger is in advanced stage of approval with stock
exchanges and SEBI and we expect the same to conclude
by end of December 2025.

The proposed scheme of arrangement will bring greater
agility, enabling a more focused approach to execution
and value creation, delivering superior experiences for
customers, rewarding careers for employees, and long¬
term returns for shareholders.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the
Act, the Board of Directors of the Company hereby state
and confirm that:

(i) in the preparation of the Annual accounts for the year
ended March 31, 2025, the applicable accounting
standards had been followed along with proper
explanation relating to the material departures, if any;

(ii) the Directors had 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 the year ended on that date;

(iii) the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

(iv) the annual accounts had been prepared on a
going concern basis;

(v) that proper internal financial controls were followed by
the Company and that such internal financial controls
are adequate and were operating effectively; and

(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.

12. TRANSFER TO INVESTORS EDUCATION AND
PROTECTION FUND

a. Transfer of Unpaid Dividend

Pursuant to the provisions of Sec 124(5) of the
Companies Act, 2013, your Company has transferred
H6,08,739.00 for the financial year 2016-17 to
Investors Education Protection Fund (IEPF) on
August 22, 2024. This amount was lying unclaimed/
unpaid with the Company for a period of 7 (seven)
years after declaration of final dividend for the said
financial year.

Pursuant to the provisions of Sec 124(5) of the
Companies Act, 2013, your Company has transferred
H7,02,827.00 pertaining to interim dividend in 2017¬
18 to Investors Education Protection Fund (IEPF)
on December 20, 2024. This amount was lying
unclaimed/ unpaid with the Company for a period of
7 (seven) years after declaration of final dividend for
the said financial year.

b. Transfer of sale proceeds of fractional shares

Your Company has transferred the sale proceeds of
fractional bonus shares issued in the year of 2017
amounting to H32,997.00 which were not encashed
for a period of seven years has transferred to Investor
Education and Protection Fund ('IEPF') pursuant to the
provisions of Sec 125(2) of the Companies Act, 2013.

c. Transfer of shares underlying unpaid dividend

The Board of Directors at its meeting held on May
20, 2024, transmitted 11,676 equity shares of
the Company into the demat account of the IEPF

Authority held with CDSL (DPID/ Client ID: 12047200

- 13676780) in terms of the provisions of Sec 124(6)
of the Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
as amended from time to time.

The Board of Directors at its meeting held on
October 30, 2024, transmitted 13,805 equity shares
of the Company into the demat account of the IEPF
Authority held with CDSL (DPID/ Client ID: 12047200

- 13676780) in terms of the provisions of Sec 124(6)
of the Companies Act, 2013 read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
as amended from time to time.

The equity shares were the shares of 23 shareholders
whose unclaimed/ unpaid dividend pertaining to FY
2016-17 and the equity shares were the shares of
24 shareholders whose unclaimed/ unpaid dividend
pertaining to interim dividend in 2017-18 had been
transferred into IEPF and who had not encashed their
dividends for 7 (seven) subsequent financial years.
The Company has taken various steps by sending
reminders requesting them to encash their dividend
so as to reduce the limit of unclaimed dividend before
transferring the dues to IEPF. The complete list of such
shareholders whose shares were due for transfer to
IEPF was also placed in investor's relations section on
the website of the Company www.kitexgarments.com.

Further, dividend which has become unclaimed for
the last 7 years since 2017-18 will be transferred to
IEPF account on or before October 01, 2025 for which
Company had sent the reminder letter to shareholders
concerned. The details are provided in the Shareholder
information section of this Annual Report and are also
available on our website www.kitexgarments.com.

13. CAPITAL EXPENDITURE

As on 31^st March, 2025, the Gross Fixed Assets stood
at H29,275.46 Lakhs and net fixed assets of H10,153.21
Lakhs. Additions during the year amount to H339.77 Lakhs.

14. FUTURE PROSPECTS

Our major future prospects is planned through our
expansion in the state of Telangana through our subsidiary
Kitex Apparel Parks Ltd. The total project cost planned
is approximately H3550 Crores which is funded through
Debt/Equity in the ratio of 70:30. The equity is shared in a
proportion of 70:30 by KGL and KCL. The term loan is funded
by a Consortium of Six Banks headed by Axis Bank. There
are two Projects, one at Kakatiya Mega Textiles Park and
second one at Sitarampur Industrial Park near Hyderabad.

Warangal Project is coming to a closure and H1425
Crores already spent against H1770 Crores planned and
production commenced in April 2025. In Sitarampur
consideration towards land has already been fully paid and
land documentation expected immediately. H92 Crores

has been totally spent against this Project. Commercial
production for this Project is planned in March 2027.

In view of the China plus 1 policy, political instability in
Bangladesh and the recent Trade agreement signed with UK,
Indian Textile Industry is expected to benefit considerably,
as there will be a major shift of textiles demand to India.
Your Company is at a major advantage due to advanced
stage of Implementation of Telangana Project.

15. CREDIT RATING

During the year under review, India Ratings, the Credit
Rating Agency assigned the rating of the Company as
"IND A Stable for the company's long term borrowings
and assigned the rating of IND A1 for the Company's short
term borrowings.

16. QUALITY AND ACCOLADES

Your Company continues to win awards year by year, thus
reiterating its credible market position.

17. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the
nature of the business.

18. LISTING

The Equity Shares of the Company continue to remain
listed on BSE Limited and the National Stock Exchange of
India Limited.

19. DEPOSIT FROM THE PUBLIC

The Company has not accepted any deposit within the
meaning of Chapter V of the Companies Act, 2013 and the
Rules framed thereunder.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the
Act, the Annual Return as on March 31,2025 is available on
the website of the Company at: www.kitexgarments.com.

21. SECRETARIAL STANDARD

The Company complies with all applicable
secretarial standards.

22. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY

The Company had given a Corporate Guarantee of H 2000
Crores during the financial year 22-23 and enhanced the
same to H 2023 Crores during the financial year 23-24
pursuant to the provisions of Section 185 and 186 of the Act
and SEBI (LODR) Regulations, 2015. However, loan amount
of H 10,634.77 Lakhs and Investments of H 45,141.54 Lakhs
have been made in its Subsidiary Companies, the details

that are covered under the provision of the said section are
given in the notes to financial statements.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review and between the end of the
financial year and date of this report, the following are
the changes in Directors and Key Managerial Personnel
of the Company:

(i) Mr. A K Mathew (DIN: 02437778) was appointed as
Non-Executive Independent Director of the Company
for a term of 5 years with effect from August 14, 2024.
His appointment was approved by the members at
the last Annual General Meeting (AGM).

(ii) Mrs. Sindhu Chandrasekharan (DIN: 06434415) was
re-appointed as Whole-Time Director of the Company
for a term of 5 years effective from March 16, 2025.
Her re-appointment was approved by the members at
the last Annual General Meeting (AGM).

(iii) Mr. Benni Joseph ceased to be the Independent
Director of the Company upon successful completion
of his tenure on January 11, 2025. The Board
places on record its appreciation towards valuable
contribution made by him during his tenure as Director
of the Company.

(iv) Mr. Sabu M. Jacob (DIN: 00046016) is sought to be re¬
appointed as Chairman and Managing Director of the
Company effective from August 16, 2025 till August
15, 2028 based on recommendation of Nomination
and Remuneration Committee and the Board had in
its meeting held on June 23, 2025 approved the same,
subject to the approval of shareholders at the ensuing
Annual General Meeting.

(v) Mrs. Sumi Francis (DIN: 08950675) was appointed
as the Non-Executive Independent Director of the
Company at the 29^th Annual General Meeting held
on September 07, 2021 for a period of five years.
The said period of five years ends on November 12,
2025. Considering the past performance of Mrs. Sumi
Francis as Director of the Company, her consent and
necessary disclosures to continue as Independent
Director of the Company and that she continues to
meet criteria of Independence, the Board of Directors,
on June 23, 2025, had approved her re-appointment
as Independent Director of the Company for the
second term from November 13, 2025 to November
12, 2030, subject to approval of the shareholders and
has recommended her re-appointment for approval of
the shareholders in the forthcoming Annual General
Meeting by way of Special Resolution.

(vi) In accordance with Articles of Association, Mr.
Sabu M Jacob (DIN: 00046016), executive director
of the Company will be retiring at the ensuing
Annual General Meeting and being eligible, seek
reappointment. Item seeking his re-appointment

along with his detailed profile has been included in
the notice convening the AGM.

There is no change in the Board of Directors & Key
Managerial Personnel of your company during the financial
year 2024-25 except as mentioned above.

The Company has received declaration of Independence
as stipulated under Section 149(7) of the Companies Act,
2013 and Regulation 25(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 from
the Independent Directors confirming that they meet the
criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1 )(b) of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 as amended from time to time. The
Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to
the Companies Act, 2013.Based on the confirmation/
disclosure received from the directors, the Non-Executive
Directors namely Mr. C. P. Philipose, Mr. A. K. Mathew
and Mrs. Sumi Francis are treated as independent as on
March 31, 2025.

In the opinion of the Board, the Independent Directors are
persons with integrity, expertise and experience in the
relevant functional areas. The Independent Directors of
the Company have registered themselves with the data
bank maintained by Indian Institute of Corporate Affairs
(IICA). In terms of Section 150 of the Companies Act, 2013
read with Rule 6(4) of the Companies (Appointment &
Qualification of Directors) Rules, 2014, Mr. C. P. Philipose
and Mr. A. K. Mathew are exempted from undertaking the
online proficiency self assessment test and Mrs. Sumi
Francis has successfully qualified the online proficiency
self assessment test, conducted by the IICA.

During the year under review, meetings of the Board of
Directors and its Committees were held, details of which
are set out in the Corporate Governance Report which
forms part of this Report.

24. BOARD EVALUATION & FAMILIARISATION
PROGRAMME

Having a formalized Board evaluation gives Board Members
an opportunity of assessing their own performance and
brings out the importance of the contributions of individual
directors. It is a mechanism by which Board members
candidly reflect on how well the Board is meeting its
responsibilities.

The Board of Directors has carried out an annual evaluation
of its own performance, Board Committees and individual
Directors pursuant to the provisions of the Companies Act,
2013 as well as SEBI (LODR) Regulations, 2015.

With the objective of evaluating the performance of
Directors, Nomination and Remuneration Committee
has formulated a structured questionnaire after taking
into consideration the various aspects viz., composition

of the Board and its committees, Board’s function, its
culture, quality and timely flow of information, frequency
of meetings, execution and performance of specific duties,
obligations and governance.

Board has carried out an annual performance evaluation
of its own performance, the performance of various
committees of the Board, Individual Directors and the
Chairman based on adopted questionnaire. A note on the
familiarizing programme adopted by the Company for the
orientation and training of the Directors and the manner
in which the Board evaluation process undertaken in
compliance with the provisions of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in the Corporate Governance
Report which forms part of this Report.

Further, the Independent Directors of the Company met
on January 20, 2025 to review the performance of the
Non-Executive Directors, Chairman of the Company and
the access of the quality, quantity and timelines of flow
of information between the Company management
and the Board to effectively perform their duties and
met on February 14, 2025 to review and recommend the
above mentioned Scheme of Arrangement. The details
of familiarization program conducted for Independent
Directors of your Company are available on your Company’s
website www.kitexgarments.com.

25. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence of a
director and other matters provided in Section 178(3) of the
Act is available on our website www.kitexgarments.com.
We affirm that remuneration paid to the directors is as per
the terms laid out in the Nomination and Remuneration
Policy of the Company.

Some of the salient features of which are as follows:

1. To regulate the appointment and remuneration of
directors, key managerial personnel and the senior
management personnel;

2. To identify persons who are qualified to become
directors as per the criteria/ Board skill matrix
identified by the Board;

3. To ensure proper composition of Board of Directors
and Board diversity;

4. To ensure that level and composition of remuneration
is reasonable and sufficient to attract, retain and
motivate directors, key managerial personnel and
senior management and their remuneration involves
a balance between fixed and incentive pay reflecting
short and long term performance objectives
appropriate to Company’s working and its goals.

The policy has been amended to incorporate the changes
that took place during the year under review.

26. BOARD COMMITTEES

Detailed composition of the mandatory Board committees
namely Audit Committee, Nomination and Remuneration
Committee, Risk Management Committee, CSR Committee,
Stakeholders Relationship Committee, its number of
meetings held during the year under review and other
related details are set out in the Corporate Governance
Report which forms part of this Report. There have been
no situations where the Board has not accepted any
recommendation of the Audit Committee.

27. EMPLOYEES' STOCK OPTION SCHEME

The Company has not granted any Employee Stock Option
within the meaning of section 62 (1) (b) of the Companies
Act, 2013 read with its Rules framed thereunder and
respective SEBI regulations.

28. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in touching some of the important
aspects of human life. Even before commencement of
Companies Act, 2013, it has embarked on the journey of
social change through inclusive growth, dedicated to the
cause of future and future generations. The Company
implements CSR directly to the society of Kizhakkambalam
Panchayat and four neighboring Panchayats in which it
operates and efforts are revolved around several projects
relating to Social Empowerment and Welfare, Infrastructure
Development, Sustainable Livelihood and Health Care
during the year under review. These projects are in
accordance with Schedule VII of the Act and its CSR policy.

The brief report of the Corporate Social Responsibility
(CSR) policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set
out in Annexure - B of this report in the format prescribed
in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. For other details regarding the CSR
Committee, please refer to the Corporate Governance
Report, which is a part of this report. The Corporate Social
Responsibility Policy (CSR Policy) indicating the activities
to be undertaken by the Company are available on your
Company’s website www.kitexgarments.com.

During the year under review, there has been no change to
the CSR policy.

29. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the
operations of the Company, as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 as amended, forms an integral part of this Report.

30. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

As required under Regulation 34 of the Listing Regulations,
the Business Responsibility and Sustainability Report
is provided in a separate section and forms part of the
Annual Report describing the initiatives undertaken by the
Company from an environmental, social and governance
perspective during the year under review.

31. CORPORATE GOVERNANCE

A separate section on parameters of statutory compliance
evidencing the standards expected from a listed entity
have been duly observed and a report on Corporate
Governance as well as certificate from Practicing Company
Secretary confirming compliance with the requirements
of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms part of this Report.

32. VIGIL MECHANISM

The Company has adopted a Vigil Mechanism to report
concern about unethical behavior, actual or suspected
fraud or violation of Company’s code of conduct by
the Directors and employees. The policy provides for
direct access to the Chairman of the Audit Committee
and safeguarding the employees and Directors who
raises grievances against victimization. The details of
establishment of such mechanism have been disclosed in
the corporate governance report for the year under review.
The vigil mechanism is disclosed in the website of the
company viz., www.kitexgarments.com.

33. RELATED PARTY TRANSACTIONS

All transactions or arrangement entered into with the
related parties for the year under review were on arm’s
length basis and in the ordinary course of business. Hence
the provisions of Section 188 of the Companies Act,
2013 and the Rules made thereunder are not attracted.
Accordingly, the disclosure of Related Party Transactions
as required under Section 134 (3) (h) of the Companies Act,
2013 in e-Form AOC - 2 is enclosed as Annexure - C.

The company has developed a framework through Standard
Operating Procedures for the purpose of identification
and monitoring of such Related Party Transactions. All
Related Party Transactions were placed before the Audit
Committee as also to the Board for approval. Omnibus
approval was obtained on a yearly basis for transactions
which are of repetitive nature. A statement showing the
details of all Related Party Transactions are placed before
the Audit Committee and the Board for review and approval
on a quarterly basis.

None of the Directors has any pecuniary relationship or
transactions vis-a-vis the Company. The policy on Related
Party Transactions as approved by the Board of Directors
has been uploaded on the website of the Company viz.,
www.kitexgarments.com.

34. INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY

Your Company has an effective internal control and risk-
mitigation system, which are constantly assessed and
strengthened with new/ revised standard operating
procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of its
operations. The Internal and operational audit is entrusted
with M/s. K. Venkatachalam Aiyer & Co, a leading firm of
Chartered Accountants. The main thrust of Internal Audit is
to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best
practices in the industry.

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

The Audit Committee of the Board of Directors, Independent
Auditors and the Core Committee Heads have periodically
been appraised the significant internal audit observations
and the corrective actions have been taken. The Audit
Committee places a key role in providing assurance to the
Board of Directors. In order to maintain its objectivity and
independence, the Internal Audit function reports to the
Chairman of the Audit Committee.

35. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchanges earnings and outgo
pursuant to Section 134(3)(m) of the Companies Act,
2013 read with the Rule 8(3) of the Companies (Accounts)
Rules, 2014 as amended from time to time is annexed as
Annexure - D and forms an integral part of this Report.

36. BUSINESS RISK MANAGEMENT

Your Company continues to strengthen its robust Risk
Management Framework and the same was reviewed by the
Audit Committee periodically. As per the listing regulations,
top 1000 listed entities based on market capitalization has
to constitute Risk Management Committee. Accordingly,
Board of Directors at its meeting held on May 28, 2021 has
constituted the Committee, the details of which have been
covered in the Corporate Governance Report forming part
of the report. The Committee meets for focused interaction
with business, identifying and prioritizing strategic,
operational risk and formulating appropriate mitigation
strategies and conducting frequent review of the progress
on the management of the identified risk. The Committee
also constituted the Risk Management policy for assessing
the risks connected to the company and also minimization
procedures. Your company believes that managing risk
helps in maximizing return. The company’s approach in

addressing business risks includes periodical review of
such risks and thereby mitigating it effectively. The risk
management framework is reviewed periodically by the
Board and the Audit Committee. Some of the risks that the
company is exposed to are:

• FINANCIAL RISKS:

The Company’s policy is to actively manage its foreign
exchange risks within the framework laid down by the
Company’s forex policy approved by the Board. Given
the interest rate fluctuations, your Company has
adopted a prudent and conservative risk mitigation
strategy to minimize financial and interest cost risks.

• COMMODITY PRICE RISKS

The Company is exposed to the risk of price
fluctuations of raw materials as well as finished
goods. The company proactively manages
these risks through forward booking, inventory
management and proactive vendor development
practices. Your company’s reputation for quality,
product differentiation coupled with the existence
of a powerful brand image with a robust design and
marketing network in US mitigates the impact of price
risk on finished goods.

• REGULATORY RISKS

The Company recognized its risks attached to various
statutes, laws and regulations. The company is
mitigating these risks through regular review of legal
compliances carried out through our internal as well
as external compliance audits by our customers.

• HUMAN RESOURCE RISKS

Retaining the existing talent pool and attracting new
talent are the major risks affecting the company. We
have initiated various measures including rolling out
of strategic talent management systems, training and
integration of learning and development activities.
Our company has collaborated with various agencies
like Integrated Skill Development Scheme (ISDS)
which helps to identify, nurture and groom labour
talents within all states of India to prepare them for
future business leadership.

• STRATEGIC RISKS

Emerging businesses, capital expenditure for
capacity expansion etc are normal strategic risks
face by your company. However, your Company has
well-defined processes and procedures for obtaining
approval for investments in new businesses and
capacity expansions.

37.1. INDEPENDENT AUDITORS

As per the provisions of Section 139 of the Companies
Act, 2013, M/s. MSKA & Associates, Chartered
Accountants, (FRN 105047W) have been re-appointed
as Independent Auditors of the company for the
second term of five years from the conclusion of
the 31^st AGM of the Company held on September 30,
2023. Further the report of the Independent Auditors
along with notes to financial statements is enclosed
to this Annual Report.

The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of the
ICAI. The Audit Committee reviews the independence
and objectivity of the Auditors and the effectiveness
of the Audit process.

The Auditors’ Report on the Company’s Standalone
and Consolidated Financial Statements
contain qualification, reservation, disclaimer or
adverse remarks.

37.2. BOARDS COMMENT ON AUDITOR'S
QUALIFICATIONS

The explanations on the qualifications/observations
given by the Statutory Auditors in their Audit
Reports have been provided in Note 2.02.1 to the
Standalone Financial Statements and Consolidated
Financial Statements.

37.3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has re-appointed M/s.
SVJS & Associates, Practicing Company Secretaries,
Kochi to conduct the Secretarial Audit for the financial
year 2024-25. The Audit Report issued by the Secretarial
Auditors for the said FY form part of this Report and is
set out in Annexure - E which is self-explanatory.

The explanations on the observations given by the
Secretarial Auditors in their Audit Report are as
follows: Company has paid fines imposed by both the
stock exchanges for delayed compliance of Regulation
17(1 A) of the Listing Regulations and Company
has taken steps to ensure compliance of the SEBI
(Prohibition of Insider Trading) Regulations, 2015.

The Company’s unlisted subsidiary, Kitex Apparel
Parks Limited (KAPL) had also undergone Secretarial
Audit in terms of Regulation 24A of the Listing

Regulations and Circulars/Guidelines issued
thereunder. The Secretarial Audit Report of KAPL for
the financial year ended March 31, 2025 is annexed
herewith as Annexure - E1. The Secretarial Audit
Report of KAPL does not contain any qualification,
reservation or adverse remark.

Further, pursuant to amended Regulation 24A
of SEBI Listing Regulations, and subject to your
approval being sought as the ensuing AGM M/s.
SVJS & Associates, Practicing Company Secretaries,
Kochi, (Peer Review Certificate No. 6215/2024
dated November 11, 2024) has been appointed as a
Secretarial Auditor to undertake the Secretarial Audit
of your Company for the first term of five consecutive
financial years from FY 2025-26 till FY 2029-30. M/s.
SVJS & Associates, Practicing Company Secretaries,
Kochi has confirmed that they are not disqualified to
be appointed as a Secretarial Auditor and is eligible to
hold office as Secretarial Auditor of your Company.

37.4. INTERNAL AUDITORS

M/s. K. Venkatachalam Aiyer & Co, Chartered
Accountants continue to be the Internal Auditors of
your company for the financial year 2024-25.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS

There were no significant and material orders passed by
the Regulators/ courts except as mentioned in corporate
governance report which forms part of this report, which
would impact the going concern status of your company
and its future operations during the period under review.

39. ENVIRONMENT AND SAFETY

The Company is conscious of the importance to environmental
friendly and safe operations. The company’s policy requires
conduct of operations in such a manner so as to ensure safety
of all concerned, compliance of environmental regulations
and preservation of natural resources.

As required by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and redressal) Act,
2013, the Company has formulated and implemented a
policy on prevention of sexual harassment at the workplace
with a mechanism of lodging complaints. The following is
a summary of sexual harassment complaints received and
disposed off during the reporting period:

• No. of complaints of sexual harassment received
in the year: Nil

• No. of complaints disposed off during the year: Nil

• No. of cases pending for more than ninety days: Nil

• No. of complaints pending as on end of the
financial year: Nil

The company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Act. The Company has filed Annual Report for the year
ended December 31,2024 under the Act with District officer.

40. HUMAN RESOURCES AND INDUSTRIAL
RELATIONS

Your Company believes that its manpower is an asset
for the company and enjoys strong brand image as a
preferred and caring employer. The ongoing focus is on
attracting, retaining and engaging talent with the objective
of creating a robust talent pipeline at all levels. Value-
based HR programmes have enabled your Company’s HR
team to become strategic partners for the business. Your
company laid stress to build a women-friendly workplace
by introducing various initiatives for the development of
women employees in the organization. Your Company has
focused on internal talents and nurtures them through the
culture of continuous learning and development, thereby
building capabilities for creating future leaders. Your
company’s initiatives like a hiring freeze at some levels,
robust talent review, career development conservations and
best-in-class development opportunities, which will help to
enhance the employees experience at your Company. The
Company’s Human Resources plays a critical role in your
Company’s talent management process.

The disclosure as required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed as Annexure - F and forms a part
of this report.

Information relating to remuneration of Directors under
Section 197 read with Rule 5(2) of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
has been given in Annexure - G to the Director’s Report.

41. GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

• There were no frauds reported by the auditors under
provisions of the Companies Act, 2013;

• Issue of equity shares with differential rights as to
dividend, voting or otherwise;

• There were no revisions in the financial statements;

• Issue of share (including sweat equity shares) to
employees of the Company under any scheme as
permitted under any provision of Companies Act, 2013.

• Company is not required to maintain cost records as
specified by the Central Government under section
148(1) of the Companies Act, 2013.

• The Company has complied with the applicable
provisions of Maternity Benefit Act, 1961.

• No application has been made under the Insolvency
and Bankruptcy Code; hence the requirement to
disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial
year is not applicable; and

• The requirement to disclose the details of difference
between amount of the valuation done at the time
of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof, is not applicable.

Your Directors thank various Central and State Government
Departments, Organizations and Agencies for the continued
help and cooperation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company
viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received
from them during the year. The Directors place on record
their sincere appreciation to all employees of the Company
for their unstinted commitment and continued contribution
to the Company.

For and on behalf of the Board of
Kitex Garments Limited

Sabu M Jacob

Kizhakkambalam Chairman & Managing Director

June 23, 2025 (DIN: 00046016)