Meeting Details

The 34th Annual General Meeting was held on Friday, September 25, 2026, through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

Summary of Proposed Resolutions and Implications

Ten resolutions were proposed at the AGM:

Ordinary Business (Ordinary Resolutions):

1. Item 1: To receive, consider and adopt audited financial statements (including consolidated financial statements) for the year ended March 31, 2026, together with reports of the Board of Directors and Auditors.

2. Item 2: To declare a final dividend of ₹0.50 per fully paid-up ordinary equity share of face value ₹1 each for FY 2025-26.

3. Item 3: To appoint a director in place of Mr. K L V Narayanan (DIN: 01273573), who retires by rotation.

Special Business (Special Resolutions):

4. Item 4: Appointment of Mr. Bijoy Philipose (DIN: 00516331) as an Independent Director.

5. Item 5: To approve capital raising by way of issuance of securities through a Qualified Institutions Placement (QIP).

Special Business (Ordinary Resolutions) - All Related Party Transactions:

6. Item 6: Approval for material related party transactions with Kitex Apparel Parks Limited. (Promoters were interested and did not vote)

7. Item 7: Approval for material related party transactions with Kitex Childrenswear Limited. (Promoters were interested and did not vote)

8. Item 8: Approval for material related party transactions with Kitex USA LLC. (Promoters were interested and did not vote)

9. Item 9: Approval for material related party transactions of subsidiary Kitex Apparel Parks Limited (KAPL) with Kitex Building Systems L.L.C-FZ. (Promoters were interested and did not vote)

10. Item 10: Approval for material related party transactions of subsidiary Kitex Apparel Parks Limited with Kitex Childrenswear Limited. (Promoters were interested and did not vote)

All resolutions were passed with the requisite majority.

Voting Process and Methods

The voting was conducted via remote e-voting and e-voting during the AGM. The remote e-voting facility was provided by Central Depository Services (India) Limited (CDSL) and was open from Tuesday, September 22, 2026, at 09:00 AM to Thursday, September 24, 2026, at 05:00 PM. Members present at the AGM via VC/OAVM who had not voted remotely were able to cast their votes electronically during the meeting.

Key Voting Outcomes

Overall Participation

  • Total Shareholders present in the meeting (via VC): 66 (5 from Promoter & Promoter Group, 61 Public)
  • Total Votes Cast (across all resolutions): Approximately 132.2 million shares, representing 66.29% of the outstanding paid-up capital of 199,500,000 shares.

Resolution-Wise Breakdown:

Item 1: Adoption of Financial Statements

  • Total Votes Cast: 132,221,083 (66.28% of outstanding capital)
  • In Favour: 131,268,390 (99.28% of votes cast)
  • Against: 952,693 (0.72% of votes cast)
  • Category Breakdown:
  • Promoter & Promoter Group: 113,026,143 votes cast (100% in favour)
  • Public Institutions: 1,175,295 votes cast (19.27% in favour, 80.73% against)
  • Public Non-Institutions: 18,019,645 votes cast (99.98% in favour, 0.02% against)

Item 2: Final Dividend Declaration

  • Total Votes Cast: 132,248,839 (66.29% of outstanding capital)
  • In Favour: 132,247,594 (99.9991% of votes cast)
  • Against: 1,245 (0.0009% of votes cast)
  • Category Breakdown:
  • Promoter & Promoter Group: 113,026,143 votes cast (100% in favour)
  • Public Institutions: 1,203,051 votes cast (100% in favour)
  • Public Non-Institutions: 18,019,645 votes cast (99.9931% in favour, 0.0069% against)

Item 3: Appointment of Director (Mr. K L V Narayanan's replacement)

  • Total Votes Cast: 132,248,839 (66.29% of outstanding capital)
  • In Favour: 132,025,487 (99.83% of votes cast)
  • Against: 223,352 (0.17% of votes cast)
  • Category Breakdown:
  • Promoter & Promoter Group: 113,026,143 votes cast (100% in favour)
  • Public Institutions: 1,203,051 votes cast (81.63% in favour, 18.37% against)
  • Public Non-Institutions: 18,019,645 votes cast (99.987% in favour, 0.013% against)

Item 4: Appointment of Mr. Bijoy Philipose as Independent Director (Special Resolution)

  • Total Votes Cast: 132,243,927 (66.29% of outstanding capital)
  • In Favour: 132,018,220 (99.83% of votes cast)
  • Against: 225,707 (0.17% of votes cast)
  • Category Breakdown:
  • Promoter & Promoter Group: 113,026,143 votes cast (100% in favour)
  • Public Institutions: 1,203,051 votes cast (81.61% in favour, 18.39% against)
  • Public Non-Institutions: 18,014,733 votes cast (99.975% in favour, 0.025% against)

Item 5: Approval for QIP (Special Resolution)

  • Total Votes Cast: 132,248,839 (66.29% of outstanding capital)
  • In Favour: 131,046,683 (99.09% of votes cast)
  • Against: 1,202,156 (0.91% of votes cast)
  • Category Breakdown:
  • Promoter & Promoter Group: 113,026,143 votes cast (100% in favour)
  • Public Institutions: 1,203,051 votes cast (0.45% in favour, 99.55% against)
  • Public Non-Institutions: 18,019,645 votes cast (99.975% in favour, 0.025% against)

Item 6: RPT with Kitex Apparel Parks Limited (Promoters did not vote)

  • Total Votes Cast: 19,218,944 (9.63% of outstanding capital - only public voted)
  • In Favour: 18,237,406 (94.89% of votes cast)
  • Against: 981,538 (5.11% of votes cast)
  • Category Breakdown:
  • Public Institutions: 1,203,051 votes cast (18.82% in favour, 81.18% against)
  • Public Non-Institutions: 18,015,893 votes cast (99.97% in favour, 0.03% against)

Item 7: RPT with Kitex Childrenswear Limited (Promoters did not vote)

  • Total Votes Cast: 19,218,944 (9.63% of outstanding capital - only public voted)
  • In Favour: 19,216,209 (99.99% of votes cast)
  • Against: 2,735 (0.01% of votes cast)
  • Category Breakdown:
  • Public Institutions: 1,203,051 votes cast (100% in favour)
  • Public Non-Institutions: 18,015,893 votes cast (99.98% in favour, 0.02% against)

Item 8: RPT with Kitex USA LLC (Promoters did not vote)

  • Total Votes Cast: 19,218,544 (9.63% of outstanding capital - only public voted)
  • In Favour: 18,995,203 (98.84% of votes cast)
  • Against: 223,341 (1.16% of votes cast)
  • Category Breakdown:
  • Public Institutions: 1,203,051 votes cast (81.63% in favour, 18.37% against)
  • Public Non-Institutions: 18,015,493 votes cast (99.99% in favour, 0.01% against)

Item 9: RPT of Subsidiary KAPL with Kitex Building Systems L.L.C-FZ (Promoters did not vote)

  • Total Votes Cast: 19,218,944 (9.63% of outstanding capital - only public voted)
  • In Favour: 19,213,826 (99.97% of votes cast)
  • Against: 5,118 (0.03% of votes cast)
  • Category Breakdown:
  • Public Institutions: 1,203,051 votes cast (99.98% in favour, 0.02% against)
  • Public Non-Institutions: 18,015,893 votes cast (99.97% in favour, 0.03% against)

Item 10: RPT of Subsidiary KAPL with Kitex Childrenswear Limited (Promoters did not vote)

  • Total Votes Cast: 19,218,944 (9.63% of outstanding capital - only public voted)
  • In Favour: 18,237,496 (94.89% of votes cast)
  • Against: 981,448 (5.11% of votes cast)
  • Category Breakdown:
  • Public Institutions: 1,203,051 votes cast (18.82% in favour, 81.18% against)
  • Public Non-Institutions: 18,015,893 votes cast (99.97% in favour, 0.03% against)

Scrutinizer's Role, Findings, and Conclusions

CS Vincent P.D., Company Secretary in Practice (Membership No: FCS -3067, CP No: 7940), Managing Partner of SVJS & Associates, was appointed as the Scrutinizer. The scrutinizer unblocked the votes on September 25, 2026, after the e-voting period concluded. The report confirms that the remote e-voting was conducted as per Rule 20(4) of the Companies (Management and Administration) Rules, 2014, and that all resolutions were passed with the requisite majority.

Compliance Confirmation

The document confirms compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting was conducted using a platform provided by CDSL, and Cameo Corporate Services Limited is the Registrar and Share Transfer Agent of the Company.