Kitex Garments Ltd

AGM Details

• AGM held on 28 September 2026; mode: virtual meeting conducted via video conferencing.

Resolutions & outcomes

• Item 1: Adopt audited financial statements; Ordinary; ~99.28% in favour.
• Item 2: Final dividend of Rs. 0.50 per equity share; Ordinary; ~99.999% in favour.
• Item 3: Appointment of director replacing K L Narayanan; Ordinary; ~99.83% in favour.
• Item 4: Appoint Bijoy Philipose as independent director; Special; ~99.83% in favour.
• Item 5: Capital raising via securities to qualified institutions; Special; ~99.09% in favour.
• Item 6: Approve material RPT with Kitex Apparel Parks Limited; Ordinary; ~94.89% in favour.
• Item 7: Approve material RPT with Kitex Childrenswear Limited; Ordinary; ~99.99% in favour.
• Item 8: Approve material RPT with Kitex USA LLC; Ordinary; ~98.84% in favour.
• Item 9: Material RPT with Kitex Building Systems LLC-FZ (via KAPL); Ordinary; ~99.97% in favour.
• Item 10: Material RPT with Kitex Childrenswear Limited; Ordinary; ~94.89% in favour.
• All resolutions passed; items 4 and 5 were Special.

Director changes

• K L Narayanan retires by rotation; replacement director appointed.
• Bijoy Philipose appointed as independent director.

Related party transactions

• RPT with Kitex Apparel Parks Limited approved.
• RPT with Kitex Childrenswear Limited approved.
• RPT with Kitex USA LLC approved.
• RPT with Kitex Building Systems LLC-FZ via KAPL approved.

AGM details

• AGM held on 25 September 2026 at 11:00 a.m. via VC/OAVM.
• Remote e-voting ran Sept 22–24; on-meeting e-voting available.
• Statutory registers available for inspection; no proxy facility.

Key resolutions

• Adoption of standalone and consolidated financial statements (Ordinary).
• Appointment/re-appointment of K L V Narayanan (Ordinary).
• Bijoy Philipose Independent Director (Special).
• Capital raising via QIP (Special).

Dividend details

• Dividend: final Rs 0.50 per equity share.

Directors and auditors

• No changes announced for statutory or secretarial auditors.

Related party transactions

• RPT with Kitex Apparel Parks Limited (Ordinary).
• RPT with Kitex Children'swear Limited (Ordinary).
• RPT with Kitex USA LLC (Ordinary).
• RPT between Kitex Apparel Parks Limited and Kitex Building Systems LLC-FZ (Ordinary).
• RPT between Kitex Apparel Parks Limited and Kitex Childrenswear Limited (Ordinary).

PAN/KYC update for physical shareholders

• Company has dispatched PAN and KYC notices to physical shareholders via RTA Cameo.
• Disclosures reference SEBI Master Circular HO/38/13/(4)2026 and SEBI 2024/81 circulars.
• Shareholders must furnish PAN, KYC, nomination details, and related data for updating RTA records.
• Forms ISR-1, SH13, ISR-2 described for PAN, KYC, signature updates.
• Dividend payments to physical holders are now electronic-only since 01.04.2024.
• Contact the RTA portal or Cameo via phone for queries and document submission.
• Date of letter: 07-09-2026; Filing date: 22-09-2026.

Kitex Garments Limited - Closure of Trading Window from Thursday, October 01, 2026 till the end of 48 hours after the declaration of Unaudited Standalone & Consolidated Financial Results of the Company for the quarter ended September 30, 2026

AGM Details

• AGM date/time/mode: 25 Sep 2026, 11:00 IST, VC/OAVM.
• Record/Book closure: 18–25 Sep 2026.

Ordinary Business

• Adoption of audited standalone and consolidated financial statements.
• Final dividend of 0.50 per equity share proposed.
• Reappointment of Mr. K L V Narayanan, retiring by rotation.

Special Business

• Bijoy Philipose appointed Independent Director for 5 years (to 29 Jun 2031).
• QIP to raise up to Rs 3,000 crore; ICDR pricing; MF minimum 10%.
• RPT with Kitex Apparel Parks Limited up to Rs 1,992 crore through 2027.
• RPT with Kitex Childrenswear Limited up to Rs 248 crore through 2027.
• RPT with Kitex USA LLC up to Rs 331 crore through 2027.
• RPT with Kitex Building Systems LLC-FZ up to Rs 76 crore through 2027.
• RPT between Kitex Apparel Parks Limited and Kitex Childrenswear Limited up to Rs 1,472 crore through 2027.

RPT Overview

• RPTs are in the ordinary course, at arm's length, with omnibus approvals where noted.

Overview

• FY2025-26 BRSR for Kitex Garments Limited; textile producer of knitted fabrics and infant garments.
• Garment turnover: 92.94%; exports account for about 86.93% of turnover.
• Reporting scope accompanies the Annual Report; assurance not reported.
• Corporate structure includes multiple subsidiaries; 50% associate Kitex USA LLC.
• CSR applicability under Companies Act; CSR turnover ₹63,660.93 Lakhs.

Key ESG Risks & Opportunities

• Water use and wastewater management identified as an opportunity; in-house ETP enables reuse for agriculture.
• Occupational health and safety risk addressed via OH&S system and on-site health facilities.
• Diversity and equal opportunity viewed as opportunity; board female representation 33%, KMP 50%.
• Data privacy and cybersecurity risk; regular assessments and an information security policy; no external assurance.

Governance & Policy Highlights

• Board oversight via Risk Management Committee; monitors risk and sustainability framework.
• Policies include anti-corruption/code of conduct and whistleblower policy with Audit Committee access.
• Standards adopted: WRAP, GOTS, OEKO-TEX, SCAN, LABS; supplier compliance programs.
• No penalties or external assurance reported; policies translated into procedures; coverage extends to value chain.

Social Responsibility & Workforce

• Total workforce: 580 permanent; 3,932 workers; female share 18% and 59% respectively.
• Board female representation 33%; Key Management Personnel female 50%.
• OH&S across plants; 100% health monitoring; on-site medical facilities and ambulance access.
• Parental leave: 100% return-to-work and retention for female permanent workers.
• Grievance mechanisms: robust whistle-blower policy; Works Committee and Grievance Committee.
• Human rights training; equal opportunity policy; premises accessible to differently abled.
• CSR focus: self-employment and road development; ~120,000 beneficiaries, with 50% from vulnerable groups.

Environmental Performance

• Total energy 363,803 GJ; electricity 63,311 GJ; fuel 300,492 GJ; intensity 5.71 GJ per ₹ lakh turnover.
• Water withdrawal 91,750 kl; water intensity 1.44 per turnover; 1,84 kl per 1,000 garments.
• Scope 1: 163,420 tCO2e; Scope 2: 3,189,580 tCO2e; total intensity 0.00039 tCO2e per turnover.
• Waste: total 462.43 t; recycled 42.31 t; reused 420.12 t; incinerated 32.45 t; landfilled 2.185 t.
• In-house ETP/STP; zero liquid discharge; certifications: WRAP, GOTS, OEKO-TEX, LABS, SCAN; no external assurance.
• No GHG reduction project reported; EPR not applicable.

Stakeholder Engagement & Complaints

• Key stakeholder groups: shareholders/investors, employees, customers, vendors, ecosystem/society, government/regulators.
• Engagement channels: meetings, emails, website; frequency quarterly/half-yearly/annual or as needed.
• Shareholders complaints: 3 filed, 0 pending; investor grievances overseen by governance bodies.
• Community grievances managed via HR and CSR engagement; CSR arm coordinates ecosystem initiatives.

Other Notable Metrics

• Related party transactions: purchases from related parties 48.93%; sales to related parties 6.73%; loans 100%; investments 99.99%.
• Procurement: MSMEs 9.5% of direct inputs; 81.10% direct purchases from India.
• RPT concentration with top dealers: nil; data privacy: 0 data breaches; information security policy in place.
• Anti-corruption policy embedded in Code of Conduct; MBP-1 disclosures; no penalties observed in FY2025-26.
• CSR metrics: CSR turnover ₹63,660.93 Lakhs; beneficiaries include 120,000 in road development and related programs.