Kitex Garmenets Ltd. — AGM Information 2021

Aug 13, 2021

Ret: KGL/SE/2021-22/AUG/05

August 13, 2021

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Sub:- ANNUAL GENERAL MEETING. 29th AGM NOTICE ALONG WITH ANNUAL REPORT FOR THE FY 2020-21 AND INTIMATION OF BOOK CLOSURE

We refer to our letter no. KGL/SE/2021-22/JULY/08 dated July 26, 2021 and would like to inform you that 29°' Annual General Meeting (ACM) of the members of the Company will be held on Tuesday, September 7, 2021 through Video Conferencing (VC) I Other Audio Visual Means (OAVM) facility at 11.00 A.M. (1ST) to transact the business set out in the Notice of said meeting. In view of the continuing COVJD-19 pandemic, the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI") have vide its various circulars permitted holding of the AGM through VC/ OAVM, without the physical presence of the Members at a common venue.

Pursuant to Regulation Reg 30 and 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEal Listing Regulations"), we are submitting herewith the Annual Report of the Company along with Notice of ACM for the Pt' 2020-21 which has dispatched! sent to the members. Owing to the difficulties involved in dispatching the physical copies of ACM Notice and Annual Report of the Company for the year ended March 31, 2021 including therein the Audited financial statements of the Company for FY 2020-21, the aforesaid documents has sent only by email to the members.

Annual Report containing the Notice is also uploaded on the Company's website: www.kitexgarments.com

Also further to the publication of newspaper advertisement dated July 23, 2021 which was submitted to the stock exchanges, informing the members to register! update email id who have not registered their email id with the Company! Company's RTA! Depository Participant for the purpose of obtaining notice of 291h ACM of the Company along with Annual Report for the financial year March 31, 2021, such members can obtain Annual

Report and/ login details for joining AGM of the Company by sending scanned copy of signed request letter mentioning Name, Folio no. and complete address, self-attested scanned copy of PAN card and any document like Aadhar card, Driving license, Voter ID etc in support of address of the member as registered with the Company by email to the RTA's email id viz., investorscameoindia.com with a copy to the company mail id viz., sectKltexgarments.com. Members noloing snares in dematerialized form are requested to update their email addresses with their respective depositories.

Pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI Listing Regulations, the Register of Members and Share Transfer Books of the Company wilt remain closed from September 1, 2021 to September 7, 2021 (both days inclusive) for the purpose of AGM for the FY 2020-21.

The Cut-off date for the purpose of E-voting is fixed as August 31, 2021. Those shareholders holding shares either in physical form or demat form as on cut-off shall be entitled to avail the facility of remote e-voting as well as e-voting during the AGM.

Request you to take the aforesaid information on record and oblige.

Yours faithfully,

For Kite: Limited

CS. Mi(Mn B"Shenoy Company ecretary & Compliance officer (ICSI M. No. FCS 10527) Enclosure: As above

Notice

Kitex Garments Limited

(CIN: L18101KL1992PLC006528) Regd. Office: P. B. No. 5. Kizhakkambalarn, Alwaye - 683562, Kochi, Kerala Phone: 91 484 4142000, Fax: 91 484 2680604 Website: www.kitexgarments.com, E-mail: sect@kitexgarments.com

NOTICE

Notice is hereby given that the 29th Annual General Meeting of the Members of Kitex Garments Limited will be held on Tuesday, September 7, 2021 through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) at 11.00 A.M. (1ST) to transact the following business: -

ORDINARY BUSINESS

1. Adoption of Accounts — Standalone & Consolidated

To receive, consider and adopt audited financial statements (including the consolidated financial statements) of the Company for the year ended March 31, 2021 together with the Report of the Board of Directors and Independent Auditors report thereon.

2. Declaration of Final Dividend

To declare a final Dividend of 1.50 per equity share for the financial year ended March 31, 2021 and in this regard, to consider and if thought fit, to pass, with or v'jithout modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT a dividend of 1.50/- (Rupees One Rupee Paisa Fifty only) per equity share of Re. 1/- (Rupee one) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2021 and the same be paid out of the profits of the Company."

3. Appointment of a Director retiring by rotation

To appoint a director in place of Mrs. Sindhu Chandrasekharan (DlN 0643441 5), who retires by rotation as director and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provis.ons of the Companies Act, 2013, Mrs. Sindhu Chandrasekharan (DIN: 0643441 5), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."

SPECIAL BUSINESS

4. Appointment of Mrs. Sumi Francis (DIN: 08950675) as an Independent Director:

To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and all other applicable provisions of the Companies Act, 2013 (the 'Act') and the Companies (Appointment and Qualification of Directors) Rules, 2014 made thereunder (including any amendment, variation, statutory modifications or re-enactment(s) thereof for the time being in force) read with Schedule IV of the Act and Reg 16 (1) (b), 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, ("SEBI Listing Regulations") and subject to the provisions of its Articles of Association and based on recommendation of the Nomination & Remuneration Committee of Directors and the Board of Directors of the Company, Mrs. Sumi Francis (DIN: 089506751, who was appointed as an Additional Director of the Company with effect from November13, 2020 and who holds office upto the date of this Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as an Non-Executive Independent Director of the Company, not liable to retire by rotation and hold office for a period of 5 (five) consecutive years from November 13, 2020 to November 12, 2025.

"RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorized to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto".

5. Approval for Material Related Party Transactions with Kitex Childrenswear Limited

To consider and if thought fit to pass with or without modification, the following resolution as an Ordinary Resolution:-

"RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013 and the Companies (Meeting of Board and its Powers) Rules, 2014 including any modificatons or amendments or clarifications thereon, if any,

and pursuant to Regulations 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time read with Company's policy on materiality of and dealing with Related Party transaction and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, approval of the shareholders be and is hereby accorded to the Board of Directors of the Company to enter into a contract(s)/ Transaction(s)/ arrangement(s) with Kitex Childrenswear Limited, a related party within the meaning of Sec 2(76) of the Act and Reg 2(1)(zb) of Listing Regulations, for such transactions as given in the explanatory statement on such terms and conditions as Board may deem fit, upto a maximum aggregate amount of ₹ 300 Crores (Rupees Three Hundred Crores only) in each financial year for a period of 3 years w.e.f FY 2022-23, provided that contract(s)/ Transaction(s)/ Arrangement(s) so carried out shall at all times be in the ordinary course of Company's business and also at arms length basis."

"RESOLVED FURTHER that the Board of Directors of the company and/or the Audit Committee as may be applicable from time to time be authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution: sign and execute necessary documents and papers on an ongoing basis and to do and perform all such acts, deeds and things as may be necessary or in its absolute discretion deem necessary, proper, desirable and to finalize any documents and writings in this regard."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to Audit Committee of Directors of the Company or to any one or more Directors of the Company as it may consider appropriate in order to give effect to this resolution."

6. Approval for Material Related Party Transactions with Kitex USA LLC

To consider and if thought fit, to pass with or without modification, the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act. 2013 and the Companies (Meeting of Board and its Powers) Rules, 2014 including any modifications or amendments or clarifications thereon, if any, and pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time read with standard listing agreement entered with the Stock Exchanges and subject to such other approvals. consents, permissions and sanctions of any authorities as may be necessary approval of the shareholders be and is hereby accorded to the Board of Directors to enter into a contract(s)/ Transaction(s)/ arrangement(s) with KITEX USA LLC a related party within the meaning of the aforesaid law, on such terms and conditions as may be mutually agreed upon, upto a maximum amount of ₹ 600 Crores (Rupees Six Hundred Crores only) in each financial year from the financial year 2022-23 for a period of 3 years, however that contract(s)/ Transaction(s)/ Arrangement(s) so carried out shall at all times be in the ordinary course of Company's business and also at arms length basis."

"RESOLVED FURTHER that the Board of Directors of the company and/or the Audit Committee as may be applicable from time to time authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution; sign and execute necessary documents and papers on an ongoing basis and to do and perform all such acts, deeds and things as may be necessary or in its absolute discretion deem necessary, proper, desirable and to finalize any documents and writings in this regard."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to Audit Committee of Board of the Company in order to give effect to this resolution."

By Order of the Board of Directors of Kitex Garments Limited

Kizhakkambalam June 29, 2021

$Sd/-$ CS. Mithun B Shenov Company Secretary & Compliance officer (ICSI M. No. FCS 10527)

Notice

Notes:

• In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular nos: 14/2020 $1$ and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19", circular no. 20/2020 dated May 5, 2020 in relation to "Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)" and Circular no. 02/2021 dated January 13, 2021 in relation to "Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)" (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 in relation to "Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Requlations 2015 -Covid-19 pandemic" and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 in relation to "Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID-19 pandemic" (collectively referred to as "SEBI Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue, in compliance with the MCA Circulars and SEBI Circulars, the AGM of the members of the Company is being held through VC / OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
• Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to $\overline{2}$ attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Attendance Slip and Proxy Form are not annexed to this Notice.
• A statement pursuant to Section 102(1) of the Act, relating to the Special Business to be transacted at the AGM is annexed $\overline{3}$ . hereto.
• Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section $\overline{4}$ 103 of the Act
• Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto. 5.
• The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) 6. Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM are also annexed to this Notice.
• In terms of the provisions of Section 152 of the Act, Mrs. Sindhu Chandrasekharan, Executive Director retires by rotation at $71$ the Meeting. The Nomination and Remuneration Committee and the Board of Directors of the Company recommend her re-appointment.

Mrs. Sindhu Chandrasekharan is interested in the Ordinary Resolution set out at Item No. 3 of the Notice with regard to her re-appointment. Save and except the above, none of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the Ordinary Business set out under Item Nos. 1 to 3 of the Notice.

• $81$ The Register of Members and Share Transfer Books of the Company will remain closed from September 01, 2021 to September 7, 2021 (both days inclusive).
• As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in $q$ . dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition and relodged transfers of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/ CIR/P/2020/236 dated December 2. 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, M/s. Cameo Corporate Services Limited ("Cameo") at Subramanian Building No. 1, Club House Road, Chennai - 600002, Tamil Nadu, Tel: 044-28460390 Fax: 044-28460129 investor@cameoindia.com for assistance in this regard. Members may also refer to Frequently Asked Questions ("FAQs") on Company's website http://www.kitexgarments.com/faq/

DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

1. In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the 29th Annual General Meeting along with the Annual Report 2020-21 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 Annual Report 2020-21 will also be available on the Company's website www.kitexgarments.com, websites of the Stock Exchanges, i.e., BSE Limited and The National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

2. For receiving all communication (including Annual Report) from the Company electronically:

• Members holding shares in physical mode and who have not registered/ updated their email address. Bank particulars a) Residential status or request for transmission of shares including its changes etc. with the Company, are requested to register/ update the same by writing a request letter to the Company with details of folio number and attaching a selfattested copy of PAN card, passbook/ cancelled cheque etc. at sect@kitexgarments.com or to Share Transfer Agent of the Company "Cameo".
• Members holding shares in electronic form are advised to send their request for updating items including changes, to b) their Depository Participant. The Company or its Registrar and Share Transfer Agent cannot act on any such requests received directly from the members holding shares in electronic form.
• 1. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 7, 2021. Members seeking to inspect such documents can send an email to sect@kitexgarments.com.
• 1. Members of the Company under the category of institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution/ authorization letter to the Company's email id: sect@kitexqarments.com.

FINAL DIVIDEND PAYMENT

• 1. If the final dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend subject to deduction of tax at source (TDS) will be made on or before September 30, 2021 as under:
  • To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the Ť. National Securities Depository Limited ("NSDL") and the Central Depository Services (India) Limited ("CDSL"), collectively "Depositories", as of end of day on August 31, 2021;
  • To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition $\vec{B}$ . requests lodged with the Company as of the close of business hours on August 31, 2021.

UNCLAIMED DIVIDEND & IEPF RELATED INFORMATION

• 1. Members who have not encashed the dividend warrants for the financial year ended 2014-15 and/or any subsequent years are requested to write to the Company giving necessary details along with claimant's proof of identity and address. In this connection, the company has placed the names of such persons who has not claimed dividend since FY 2014-15 in the website of the company and the shareholders can view the details at www.kitexgarments.com
• 1. In order to enable payment of dividend by direct credit to the bank accounts of the shareholders through National Electronic Clearing Service (NECS) / National Electronic Fund Transfer (NEFT), those holding shares in physical form are requested to furnish their mandates for the same in the attached format along with the specified details/ documents to Share Transfer Agent of the Company "Cameo" at their registered mail id investor@cameoindia.com. Those holding shares in De-mat form are requested to update their records with DPs in this respect.
• 1. As per provisions of Section 124 of Companies Act, 2013, the amount of dividends remaining unclaimed for a period of seven years are required to be transferred along with shares held in those folios to the Investor Education and Protection Fund. Accordingly, the dividend declared for all the financial years ended upto March 31, 2014 had been transferred to Investor Education and Protection Fund (IEPF) established by Central Government. Details of dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link www.iepf.gov.in.
• 1. The details of unpaid and unclaimed dividends lying with the Company as on March 31, 2021 are uploaded on the website of the Company under the main head "investors relations" and can be accessed through the link www.kitexgarments.com. Details of unpaid and unclaimed dividends up to March 31, 2021 are also uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in,

Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, during financial year 2021-22, transferred to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven (7) consecutive years or more as on the due date of transfer, i.e., June 19, 2021, Details of shares so far transferred to the IEPF/ Authority are available on the website of the Company under main head "investors relation" and the same can be accessed through the link: https://www.kitexgarments.com/

$\boldsymbol{A}$ Kitex Garments Limited The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link, www. iepf gov in. Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from the IEPF Authority.

1. Details of dividend declared for the financial years from 2014-15 onwards are given below:

Financial Year	Declared on	Dividend yield	Amount paid perequity share $(\bar{z})$	Due date for transferto IEPF
2014-15	04.06.2015	125%	₹1.25	09.07.2022
2015-16 (Interim)	30.10.2015	75%	₹0.75	04.12.2022
2015-16 (Final)	10.06.2016	75%	₹0.75	16.07.2023
2016-17 (Interim)	31.10.2016	75%	₹0.75	06.12.2023
2016-17 (Final)	19.06.2017	75%	₹0.75	24.07.2024
2017-18 (interim)	04.11.2017	75%	₹0.75	09.12.2024
2017-18 (Final)	28.07.2018	75%	₹0.75	01.09.2025
2018-19 (final)	28.08.2019	150%	71.50	02.10.2026
2019-20 (Interim)	11.02.2020	150%	₹ 1.50	18.03.2027

• 1. The Company had released an Advertisement dated March 20, 2021 in National Daily viz., Business Line and Regional language daily viz., Chandrika for transferring unpaid/ unclaimed dividend and unclaimed shares of the Company to Investor Education and Protection Fund (IEPF) Account as per Section 124(6) of the Companies Act, 2013. The Company had also sent individual communication dated March 17, 2021 to the concerned shareholders whose dividend remains unpaid or unclaimed for a period of Seven (7) consecutive years since 2014, at their registered address and shares are liable to be transferred to IEPF account under the aforesaid Rules, for taking appropriate action(s) by the shareholder concerned. The Complete details of unpaid or unclaimed dividends and shares due for transfer are available on the website of the Company ie., www. kitexgarments.com.
• 1. For any communication, the shareholders may also send requests to the Company's investor e-mail IDs: investor@kitexgarments. com or sect@kitexgarments.com

THE INSTRUCTIONS FOR REMOTE E-VOTING/E-VOTING AND ATTENDING AGM THROUGH VC/ OVAM ARE AS UNDER:

20. Voting through electronic means:

In compliance with provisions of Section 108 of the Companies Act, 2013 and the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time together with relevant clauses in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide Members the facility to exercise their right to vote at the 29th Annual General Meeting by electronic means and the business may be transacted through e-voting services provided by the Central Depository Services (India) Limited (CDSL).

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

In terms of SEBI circular no SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided $b$ by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants, Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to aforesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual Shareholdersholding securities inDemat mode with CDSL	Users who have opted for CDSL Easi/ Easiest facility, can login through their existing1)user id and password. Option will be made available to reach e-Voting page withoutany further authentication. The URL for users to login to Easi/ Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login iconand select New System Myeasi.
	After successful login the Easi / Easiest user will be able to see the e-Voting Menu. On2)clicking the E voting menu, the user will be able to see his/her holdings along withlinks of the respective e-Voting service provider i.e. CDSL/NSDL/KARVY/LINK INTIMEas per information provided by Issuer/ Company. Additionally, we are providing linksto e-Voting Service Providers, so that the user can visit the e-Voting service providers'site directly.
	3).If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/EasiRegistration
	4)Alternatively, the user can directly access e-Voting page by providing Demat AccountNumber and PAN No. from a link in www.cdslindia.com home page or, click onhttps://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticatethe user by sending OTP on registered Mobile & Email as recorded in the DematAccount. After successful authentication, user will be provided links for the respectiveESP where the E Voting is in progress.
Individual Shareholdersholding securities indemat mode with NSDL	If you are already registered for NSDL IDeAS facility, please visit the e-Services1)website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl com/ either on a Personal Computer or on a mobile. Once the home page ofe-Services is launched, click on the "Beneficial Owner" icon under "Login" whichis available under 'IDeAS' section. A new screen will open: You will have to enteryour User ID and Password. After successful authentication, you will be able to seee-Voting services. Click on "Access to e-Voting" under e-Voting services and you willbe able to see e-Voting page. Click on company name or e-Voting service providername and you will be re-directed to e-Voting service provider website for castingyour vote during the remote e-Voting period or joining virtual meeting & votingduring the meeting.
	If the user is not registered for IDeAS e-Services, option to register is available at2).https://eservices.nsdl.com/. Select "Register Online for IDeAS "Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	Visit the e-Voting website of NSDL. Open web browser by typing the following3)URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Voting system is launched, click on the icon "Login" whichis available under 'Shareholder/Member' section. A new screen will open. Youwill have to enter your User ID (i.e. your sixteen digit demat account number holdwith NSDL), Password/OTP and a Verification Code as shown on the screen. Aftersuccessful authentication, you will be redirected to NSDL Depository site whereinyou can see e-Voting page. Click on company name or e-Voting service providername and you will be redirected to e-Voting service provider website for casting yourvote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting
Individual Shareholders(holding securitiesin demat mode)login through theirDepository Participants	You can also login using the login credentials of your demat account through yourDepository Participant registered with NSDL/CDSL for e-Voting facility. After Successfullogin, you will be able to see e-Voting option. Once you click on e-Voting option, you willbe redirected to NSDL/CDSL Depository site after successful authentication, wherein youcan see e-Voting feature. Click on company name or e-Voting service provider name andyou will be redirected to e-Voting service provider website for casting your vote during theremote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

6

c) The facflity for c-voting will also be made available during the ACM and the Shareholders attending the ACM who have not cast their vote by remote e-voting shall be eligible to vote through the c-voting system during the ACM. The Shareholders who have cast their vote by remote e-voting may also attend the AGE.il but shall not be entitled to cast their vote again.

'Remote e-voting" means the facility of casting votes by a Member using an electionic voting system fron, a place other thar venue of a gererai meet ng.

• o) The remote e-votirg period cOTerce5 on Saturday, Seotembe' 4, 2021 at 9:00 A.M 3rd C905 or M;r.y, teciember 6, 202 at 5.X P M During ths peroo, snarebolcers of me Company, noiding shares eitner in pbysca form or in deate'azes cor, as on Tuesday. August 3', 202' "te cut-of' date"; may cast the" vote eectomcaiIy "a re-"ote a-cot ng n-odu;e shar Ce oisabed by CDSL for -:ot'g ;berea':er Orce Me vote on a 'esolution is cact byt'c men,be. the membe-' shal ot be allovve'tf to cha-'c:e 0 suby-cq.,ert
• e) The voting rights of the Shareholders shall be in proportion to the paid-up value of their shares in the equrty capital of the Company as on the cut-off date i.e. August 31, 2021 and a person who is not a Member as on the cutoff date should treat this Notice for information eurpose only. In case of joint holders, only such Joint holder who is named first rn the order of names will be entitled to vote.
• f) The Board of Directors of the Company has appointed Mr. V;ncent PD., Managing Partner, M:s SVJS & Associates, Company Secretaries, Kochi as Scrutinizer to scrutinize the remote e-votrng process and c-voting during the ACM in a fair and transparent manner.
• g) Veoers have or opt or to vote enhe' Re-rote e-vct.no favaiiirg h-c services pcvrded oy CDSJ DR by e-votrg at tne me of ACM. f me—coers have cast then vote tnroug remote e-oting, tner they snoio not cast their vote at the meetng but they can attend meeting. niowever, if a memoer has voted tnrough Remote c-voting and nas aga.n voted a: she meet-nc, thefl the voting done tn'ough Remote c-cot ry thaI oreval and votro tone at Me 'ee' rg soar be seated as irvaiio Members attend —g nleet.ng throuch VC/ CAJV who na;e not a ready cast he - ote by 'emote e-aoting sha . be abe to exerc.se tbe.r .gn: a: the t,meof ACM
• h) In case you have any queries or issues regaiding mvoting, you may refer the Frequently Asked Questions ("FAQs') and c-voting manual available at httpsJ/www evot;ngindia com/ under help section or write to iMr. Rakesh Dale, Manager with email id: helpdesk.evoting@cdslindia.com and contact Helpdesk: 18002005533/ 022-22723333.
• i) Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Logitynpe	jHelpdkdeilstaes
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A. LOGIN METHOD FOR EVOTING AND JOINING VIRTUAL MEETINGS FOR PHYSICAL SHAREHOLDERS AND SHAREHOLDERS OTHER THAN INDIVIDUAL HOLDING IN DEMAT FORM

• (i) Log on to the e-voting website wwvae-iotingindia com
• (n) Click on "Sbareholders/ Members" tab
• (ii) o-w Ente' your User ID
  • a. For CDS_: 16 digits beneiciary ID,
  • b. Fo' NSDL 8 Cbaracte' DP 0 foilowed by 8 Dig ts Client ID,
  • c. Verne's no.ding sna-es in —y; cai shoulo er:er Folio \jmber -cc-ste-co -v :b tne Comoay
• (iv) Next enter the Image Verification as displayed and Click on Login
• (v) If you are holding shares in Dc-mat form and had logged on to www.evotingindia com and voted on an earlier voting of any company, then your existing password is to be used.

(vi) If you are a first time user follow the steps given below:

For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN *	Enter your 10 digit alpha numeric *PAN issued by Income Tax Department (Applicable for bothdemat shareholders as well as physical shareholders)
	Shareholders who have not updated their PAN with the Company/Depository Participant٠are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
DOB# orDividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourdemat account or in the company records in order to login.
Bank Details#	If both the details are not recorded with the depository or company, please enter the٠member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (vii) After entering these details appropriately, click on "SUBMIT" tab.
• (viii) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in De-mat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is also to be used by the de-mat holders for voting for resolutions of any other company on which they are eligible to yote, provided that company opts for e-voting through CDSL platform; It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice
• (x) Click on the EVSN to choose to vote.
• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiii) After selecting the resolution, you have decided to vote on, dick on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xv) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• (xvi) If Demat account holder has forgotten the changed password, then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xvii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non-Individual Shareholders & Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www. evotingindia.co.in and register themselves as Corporate and custodians respectively
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed to helpdesk evoting@cdslindia.com
• After receiving the login details they should create compliance user using the admin login and password. The Compliance user would be able to link the depository account(s)/ folio numbers on which they wish to vote.
• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

Please follow all the steps from Sl. No.: (i to xvii) above to cast vote.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• For Physical shareholders!- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id: investor@cameoindia.com & sect@kitexgarments.com.
• For Demat shareholders:- please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to Company/RTA email id: investor@cameoindia.com & sect@kitexgarments.com.

$\mathbf{R}$ . INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:

• Only those persons who are Members of the Company as on the cut-off date i.e. August 31, 2021 will be able to $1$ attend the AGM through VC/OAVM and a person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
• $2.$ Members will be able to attend the AGM through VC/ OAVM at the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/ members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholder/ members login where the EVSN of Company will be displayed.
• $\overline{3}$ Facility of joining the AGM through VC/OAVM shall be opened 30 minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings of AGM. The facility will be available for Members on first come first served basis.
• 4 Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience
• $5 -$ For better experience, we recommend that you join the session with high-speed wired internet connectivity. This prevents Wi-Fi dropouts and speed issues.
• Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via $6.$ Mobile Hotspot may experience Audio/ Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• Members who would like to express their views/ ask questions during the meeting may register themselves 7. as a speaker by sending their request in advance atleast 7 days prior to AGM mentioning their name, demat account number/ folio number, email id, mobile number at sect@kitexgarments.com. Those members who have registered themselves as a speaker will only be allowed to express their views/ask guestions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

C. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER: -

• The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote $11$ e-votina
• $\mathcal{L}$ Only those Members, who are present in the AGM through VC/ OAVM facility and have not cast their vote on the Resolution(s) through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• If any votes are cast by the Members through e-voting available during the AGM and if the same Members $\overline{3}$ have not participated in the meeting through VC/OAVM facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the meeting is available only to the Members attending the meeting.
• $\Delta$ Members who have voted through Remote e-Voting will be eligible to attend the AGM However, they will not be able to vote at the AGM.

DECLARATION OF VOTING RESULTS

• 1. The Scrutinizer shall, immediately after the conclusion of voting at the Annual General t7eeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting and make not later than 2 days of conclusion of the meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman and/or Director or a person authorized by him in writing who shall counter sign the same.
• 1. The results shall be declared forthwith upon receipt of the Scrutinizer's Report The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.kitexgarments.com, its Notice Board and on the website of CDSL and communicated to the stock exchanges where shares of the Company are listed.

GENERAL INSTRUCTIONS

• 1. All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company's Registrar & Share Transfer Agents.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their dernat accounts, Members holding shares in physical form can submit their PAN to the Company / Registrar and Share Transfer Agent (RTA)
• 1. Pursuant to Section 72 of the Companies Act, 2013, members are entitled to make a nomination in respect of shares held by them. Members desirous of making a nomination, pursuant to Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No 59-13 to the RTA of the Company. Further, members desirous of cancelling/varying nomination pursuant to Rule 19(9i of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-14 to the RTA of the Company. These forms will be made available on request.

PARTICULARS OF DIRECTORS WHO ARE PROPOSED TO BE RE.APPOINTED/ APPOINTED AT THE MEETING ARE GIVEN BELOW.

NofDictoamerer	MSindhuChdrekhars.anasran
DofBirthate	01.0196952of6.;yearsage
Qualification	ScienGduatcerae
Exriefutiolinifipencencnaspeccareas	SindbuChdrekhajoinedKiGrinMApril1995dtexanasranoups.anLimitedinlatinduedKiGth1997Shtsctnttexarmeneronoeyearehabeholdinriositiodtlyholdinthofstsengvausponsanpresengepo(Fin).SindhuChdrekhahabehandlinMManageranceanasransengs.thTrMofthfoiteloriod.teeasuryanagemenecompanyraqungpeChdrekhainlainininMSindhuisinstrtatarfeanasranumenmgcts.aeeshinthdurinhetstetecamanagemensymecompanygrnure
DirshipheldinheConictootrermpaes	GWholeKiLimitedTiDitextsctoarmenasmererKif-lerbalsLimitedDitexctorerasKiinfaLimitedDtexntctoswearas;rerKiLimitedDiBabytexctorerwearasLimitedDiKiKidsctotexrerwearasKiKnitsLimitedDitexctoasrerKiLittlLimitedDitexctoewearasrerLimitedDiKiSockctotexrersasKickLimitedDiPactotexrersas
Detailsofnditiindoftetmtrmsancoonsappoenoialowithdeilsofntttaorre-appmenngiohtbeiddthattoremunernsougpaaneiolast datremunernrawn	DiReReferthctortererspo
DoffirinthBodatesttmtappoenonear	16.03.2015
RelatiohiwithheDiMdotctonsprrersanageran,heiallofthKeMPeotryanagerrsonneecompany	Nil

A. MRS. SINDHU CHANDRASEKHARAN

number of Meetings of the Board attended during Refer the Directors Report. the year and other Directorships Chairman/member of the Committee of the Refer the Directors Report Board of Directors of this Company Committee Membership in other Companies Kitex Infantswear Limited: Chairperson of Audit Committee and Member of Nomination and Remuneration Committee Shareholdings in the Company Nil MRS. SUMI FRANCIS Name of Director Mrs. Sumi Francis Date of Birth and age 21.06.1981: 40 years of age Qualification Post Graduate Diploma in Business Administration (PGDBA) Experience in specific functional areas Wörked in Educational, Insurance and manufacturing sectors over 10 years in Savoy Global, Kitex Garments Limited (worked in Kitex Garments Ltd from the year 2003 till 2007) to name a few, where she independently handled the Operations, Social Compliance, HR department in the senior management level. Directorship held in other Companies Nil Details of terms and conditions of appointment Refer the Directors Report or re-appointment along with details of remuneration sought to be paid and the remuneration last drawn Date of first appointment on the Board 13.11.2020 Relationship with other Directors, Manager and Nil other Key Managerial Personnel of the company Number of Meetings of the Board attended Refer the Directors Report. during the year and other Directorships Chairman/member of the Committee of the Refer the Directors Report. Board of Directors of this Company Committee Membership in other Companies Nil

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF COMPANIES ACT, 2013

Item No. 4

Shareholdings in the Company

$\mathbf{R}$ .

Pursuant to Section 161 (1) of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Sumi Francis (DIN: 08950675) was appointed as an Additional Director at the Board Meeting held on November 13, 2020. Mrs. Sumi Francis worked in Educational, Insurance and manufacturing sectors over 10 years in Savoy Global, Kitex Garments Limited (worked in Kitex Garments Ltd from the year 2003 till 2007) to name a few, where she independently handled the Operations, Social Compliance, HR department in the senior management level. She is commerce graduate from M. G. University, Kottayam (Kerala) and Post Graduate Diploma holder in Business Administration from Mount Carmel Institute of Management, Bangalore (Karnataka).

Nil

The Board based on the experience/ expertise declared by Mrs. Sumi, is of the opinion that she has the requisite qualification to act as an Independent Director of the Company. In terms of Section 161(1) of the Companies Act, 2013, Mrs. Sumi would hold office upto the date of the ensuing Annual General Meeting.

The Company has received a notice in writing from a member proposing candidature of Mrs. Sumi for the office of Independent Director of the Company.

Mrs. Sumi is not disqualified from being appointed as director in terms of Section 164 of the Companies Act, 2013 and her consent to act as director has been received by the Company.

The Company has received a declaration from Mrs. Sumi that she meets the criteria of Independence as prescribed both under subsection (6) of Section 149 read with schedule IV of the Companies Act, 2013 and under Req 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Requlations, 2015. In the opinion of the Board, Mrs. Sumi fulfills the conditions for her appointment as an Independent Director as specified in the Act and the SEBI regulations. Mrs. Sumi is independent of the management and possesses appropriate skills, experience and knowledge,

Your Board of Directors deliberated and decided that owing to the rich and varied experience. Mrs. Sumi's association would be of immense benefit to the Company and it is desirable to avail services of Mrs. Sumi as an Independent Director, Accordingly, on the recommendation received from the Nomination and Remuneration Committee, the Board recommends the resolution for the appointment of Mrs. Sumi as an Independent Director for a term of 5 (five) years from November 13, 2020 to November 12, 2025 for the approval of the shareholder of the Company.

Mrs. Sumi Francis does not hold by herself or for any other person on a beneficial basis, any shares in the company as per declaration given by her.

The copy of the draft letter for appointment of Mrs. Sumi as Independent Director of the Company would be made available, for inspection by the members without payment of any fee, at the Registered Office of the Company between 11.00 AM and 1.00 P.M. on all working days up to the date of the Annual General Meeting.

This Statement may also be regarded as a disclosure under SEBI (Listing Obligations and Disclosure Requirements) Requlations. 2015.

None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in this resolution except Mrs. Sumi Francis.

The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the members.

Item No. 5

Your Company is involved in the business (selling) of processed fabrics to M/s. Kitex Childrenswear Limited, (hereinafter referred to as "the KCL") an unlisted company which is also promoted by Mr. Sabu M Jacob who is also the Managing Director of this company. Your company also takes on rent and also rent out some portion of the factory premises to KCL and also engages KCL for undertaking special job work contracts. The sale of processed fabrics and Job work contracts dependent on the requirement of both the Companies for its products from time to time and the ability to supply such specified Childrenswear by these companies. During the course of its business, KCL also sells its products to other companies.

Your company has noted that M/s. Kitex Childrenswear Limited fall under the category of a related party of the Company in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified and amended from time to time. The provisions of this regulation read with Policy on Related Party Transactions approved and notified by the Board of Directors of the Company consider a transaction with a related party material if the transaction/ transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the Annual consolidated turnover of the company as per the last audited financial statements of the Company. Further, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time require all material related party transactions to be approved by the shareholders through an ordinary resolution and the related parties shall abstain from voting on such resolutions.

The Company envisages that the transactions entered into with M/s. Kitex Childrenswear Limited whether individually and/or in aggregate would exceed the stipulated threshold limit of 10% of consolidated annual turnover of the Company as per the latest audited financial statements of the Company during a financial year under review. The company therefore requires the approval of the shareholders by an ordinary resolution for entering into such transaction(s)/ Contract(s)/ arrangement(s) with M/s. Kitex Childrenswear Limited upto a maximum amount as mentioned in the resolution in each financial year from the FY 2022-23 for a period of 3 years.

Although approval of the shareholders would not be required under the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder and as amended from time to time due to the reason that transactions with related party are in the ordinary course of business and at the arms length basis, the same is being sought as an abundant precautionary measure.

All related parties shall abstain from voting on this resolution.

The relevant information is as follows:

Name of the related parties	Kitex Childrenswear Limited (KCL)
Name of the Director or KMP whois related	Mr. Sabu M Jacob
Nature of relationship	Mr. Sabu M. Jacob is the Chairman & Managing Director of Kitex GarmentsLimited (KGL) and is also the Managing Director of KCL. He is the promoter forboth the companies. He is holding 99.69% shares in KCL along with his wife.

4.	Monetary Value	The estimated aggregate contract value for the matters proposed in the resolutionshall not exceed ₹ 300 Crores for KCL in each financial year for 3 consecutiveyears.
5.	Nature, material terms andparticulars of arrangements	Purchase and sale of Processed Textiles, job work contracts, also takes on rent andrent out some portion of the factory premises to KCL by the company as these aredependent on the requirement of both companies for its products from time totime and the ability to supply of specified material by theses companies. Howeversuch transactions would be in the ordinary course of the company's business andat the arm's length basis.
6	Any advance paid or received forthe arrangement if any	As per industry norms, custom and uses.
	Tenure of Contract	3 years w.e.f. FY 2022-23
8	Any other information relevantor important for the members totake a decision on the proposedresolution	Nil

The Audit committee and the Board of the Directors of the Company have considered these proposed arrangements and limits at their meeting held on June 29, 2021 have approved the proposed arrangements with the Related Party M/s. Kitex Childrenswear Limited and have also decided to seek approval of shareholders by way of ordinary resolution pursuant to section 188 of the Companies Act 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

Mr. Sabu M. Jacob together with his relatives and directors of the company who directly hold in aggregate of 9,49,829 equity shares (99.99%) of the Kitex Childrenswear Ltd (Mr. Sabu M. Jacob: 946960 shares, Mrs. Renjitha Joseph: 2850 shares, Mrs. Sindhu Chandrasekharan: 19 shares) are concerned or interested in the ordinary resolution under Agenda Item no. 5.

Relevant documents in respect of the said items would be made available, for inspection by the members without payment of any fee, at the Registered Office of the Company/ electronically (as per MCA circulars in light of CoVID-19 pandemic) between 11.00 AM and 1.00 P.M. on all working days up to the date of the Annual General Meeting.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.

The Directors/ Key Managerial Personnel or their relatives are concerned or interested, to the extent of their shareholding in the Company, if any, in the resolutions set out at item no. 5 of the accompanying notice.

Item No. 6

Your Company sells garments consisting of Baby suits, Sleepwear, Rompers, Burps, Bips and Training Pants to M/s. Kitex USA LLC (hereinafter referred to as "the KUL") a company registered in Delaware, USA under laws of that country having a joint investment of 50:50 by the Company together with M/s. Kitex Childrenswear Limited (KCL), an unlisted Company which is promoted by Mr. Sabu M. Jacob who is also its Managing Director. The sale of baby garments/ investments dependent on the requirement of both the Companies for its products from time to time and the ability to supply such specified Childrenswear by this company to its clients. During the course of its business, KUL has been selling its products to other companies.

Your company has noted that M/s. Kitex USA LLC falls under the category of a related party of the Company in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified and amended from time to time. The provisions of this regulation read with Policy on Related Party Transactions approved and notified by the Board of Directors of the Company consider a transaction with a related party as material if the transaction/ transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the Annual consolidated turnover of the company as per the last audited financial statements of the Company. Further, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time require all material related party transactions to be approved by the shareholders through an ordinary resolution and the related parties shall abstain from voting on such resolutions.

The Company envisages that the transactions entered into with M/s. Kitex USA LLC whether individually and/or in aggregate would exceed the stipulated threshold limit of 10% of consolidated annual turnover of the Company as per the latest audited financial statements of the Company during a financial year under review. The company therefore requires the approval of the shareholders by an ordinary resolution for entering into such transaction(s)/ Contract(s)/ arrangement(s) with M/s. Kitex USA LLC upto a maximum amount as mentioned in the resolution in each financial year from the FY 2022-23 for a period of 3 years.

Although approval of the shareholders would not be required under the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder and as amended from time to time due to the reason that transactions with related party are in the ordinary course of business and at the arms length basis, the same is being sought as an abundant precautionary measure.

All related parties shall abstain from voting on this resolution.

The relevant information is as follows:

1.5	Name of the related parties	Kitex USA LLC (KUL)
2.	Name of the Director or KMP who isrelated	Mr. Sabu M Jacob
З.	Nature of relationship	Mr. Sabu M. Jacob is the Chairman & Managing Director of the Kitex GarmentsLimited (KGL) and the Managing Director of Kitex Childrenswear Limited (KCL).He is the promoter for all these companies. KGL and KCL jointly invested in KULin the proportion of 50:50.
4.	Monetary Value	The estimated aggregate contract value for the matters proposed in theresolution shall not exceed ₹ 600 Crores for KUL in each financial year for3 consequent years wile, f, FY 2022-23
5.	Nature, material terms and particularsof arrangements	Purchase and sale of Garments by the company as these are dependent on therequirement of both companies for its products from time to time and the abilityto supply of specified material by theses companies. Also the company pays salescommission to KUL based on its turnover based on mutual agreement. Howeversuch transactions would be in the ordinary course of the company's business andat the arm's length basis.
6	Any advance paid or received for thearrangement if any	As per industry norms, custom and uses.
	Tenure of Contract	3 years w.e.f. FY 2022-23
8	Any other information relevant orimportant for the members to take adecision on the proposed resolution	Ni

The Audit committee and the Board of the Directors of the Company have considered these proposed arrangements and limits at their meeting held on June 29, 2021 and have approved the proposed arrangements with the Related Party M/s. Kitex USA LLC and have also decided to seek approval of shareholders by way of ordinary resolution pursuant to section 188 of the Companies Act 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.

Mr. Sabu M. Jacob together with his relatives and directors of the company who directly don't hold any shares in Kitex USA LLC.

Relevant documents referred to in the Notice and the Statement are available for inspection by the Members at the Registered Office of the Company/ electronically (as per MCA circulars in light of CoVID-19 pandemic) from 11 am to 5 pm on all working days from the date of dispatch of the Notice till the last date for voting.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.

The Directors, Key Managerial Personnel of the Company or their relatives are concerned or interested in this resolution to the extent of their shareholding if any, in the Company, in the resolutions set out at item no. 6 of the accompanying notice.

By Order of the Board of Directors of Kitex Garments Limited

n.

$Sd$ . CS. Mithun B Shenoy Company Secretary & Compliance officer (ICSI M. No. FCS 10527)

Kizhakkambalam June 29, 2021