Directors’ Report

Dear Members,

Your Directors are pleased to present the Thirty first Annual Report of the Company together with the audited financials statements
for the financial year ended March 31, 2023.

1. CORPORATE OVERVIEW

Your company is into exports of cotton garments especially Infantswear. 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 statement (both standalone and
consolidated) for the year ended March 31, 2023 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, 2023 is
summarized below:

3. FINANCIAL PERFORMANCE

The Company continues to maintain its market leadership in Infantswear across US markets during the year under review.
However major Global recession which has spread from last two Quarters of Financial year has effected the performance of
the Company also. The year started with a fillip to growth and 1^st half year recorded Rs 415 crores turnover which is the all
time record for the Company considering any 1^st year in the history. However the momentum could not be maintained since
the recession gripped the world economy. There was a major boost for all Global retailers since the demand picked up in a
revenge mode against the Corona period. Anticipating the demand to continue the Global retailers stocked huge inventory.
However, against expectations, inflation skyrocketed and US-FED hiked interest rates to unprecedented levels, consequently
recession fears drastically impacted demand. Retailers were left with piles of non moving inventory. This forced them to go
for heavy discounting which in turn caused losses for retailers and whole sellers globally. The company expects this to be
temporary phenomena. The company's orders in queue for 2023-24 indicate achieving a better performance in Q1 and Q2
and normal performance by Q3 2023-24.

STANDALONE PERFORMANCE

On standalone basis, your company reported a turnover of Rs. 60007 lakhs a dip of 27% over the previous financial year.
Cost of goods sold as a percentage to revenue from operations increased by 1% to 50.10% as against 49.10% in the previous
year. Employee cost decreased by Rs 562 lakhs but increased to 20% as a percentage to revenue from operations as against
15% in the previous year due to lower turnover. The operating profit stood at Rs. 8142 lakhs compared with Rs. 17,578 lakhs
in the previous year, a dip of 54% over previous year. The net profit for the year was Rs. 5942 lakhs as against Rs. 12828
lakhs reported in the previous year, a dip of 54% over previous year. The EPS from continuing operations for the reporting
year came down to Rs. 8.94 as against Rs. 19.29 reported in the previous year. The reasons for the lower performance is the
Global recession and the resultant loss in turnover as explained above.

CONSOLIDATED PERFORMANCE

On consolidated basis, total revenue for the financial year under review was Rs. 60105 lakhs as against Rs. 81522 lakhs for
the previous financial year, a dip of 27%. Profit before tax was Rs. 7926 lakhs and net profit after tax was Rs. 5692 lakhs for
the financial year under review as against Rs. 17258 lakhs and Rs. 12512 lakhs for the previous year.

Although the performance both on Turnover and Profits front went down During the year under review, your company
is confident of coming to a better performance in Q1 and Q2 and also stabilizing fully by Q3. The Company has solid
orders from major buyers to substantiate the same. Also, the company has embarked on a slew of cost drive measures for
enhancement of Profits.

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.

4. PERFORMANCE HIGHLIGHTS OF SUBSIDIARY & ASSOCIATE COMPANY• ASSOCIATE COMPANY

As on March 31, 2023, the Company has an Associate Company, Kitex USA LLC 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 the licence brand "Lamaze" and Own Brand "Little Star" Infantswear in US and Canada.

Your company has also sold products worth Rs. 15410 Lakhs to its Associate during the reporting period.

• SUBSIDIARIES

During the year under review, the company has 6 wholly owned subsidiaries viz., Kitex Littlewear Limited, Kitex
Babywear Limited, Kitex Socks Limited, Kitex Packs Limited, Kitex Knits Limited and Kitex Kidswear Limited. In addition
your Company has one more subsidiary company in the name Kitex Apparel Parks Limited in the state of Telangana with
a joint investment along with Kitex Childrenswear Limited in the ratio 70:30 investment ratio. This Company is presently
in Project stage and will be carrying out the same line of textile related business.

Further, pursuant to the provisions of Sec 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 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 term 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
2022-23 in accordance with relevant Ind AS issued by ICAI forms part of this Annual Report.

5. 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 31,2023, the applicable accounting standards have
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, 2023 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have 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 have 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) that 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.

6. DIVIDEND, DIVIDEND DISTRIBUTION POLICY AND TRANSFER TO RESERVE

Your Directors recommend for your approval, final dividend of Rs. 1.50 per share (150 %), subject to the tax for the year
ended March 31,2023 on equity shares of Re. 1/- each fully paid-up. During the year under review, your company transferred
a sum of Rs. 2,000 lakhs to the General Reserve on account of future expansions.

The total outgo on account of dividend inclusive of taxes for FY 2022-23 is Rs. 997.50 lakhs which represents a payout of
16.79 % 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: viz., www.kitexgarments.
com

7. SHARE CAPITAL

The paid-up equity share capital as on 31^st March, 2023, was Rs. 665.00 lakhs consisting of 6,65,00,000 equity shares of
Re. 1/- each fully paid-up.

8. 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 Rs. 10,24,180.00
for the financial year 2014-15 to Investors Education Protection Fund (IEPF) on June 25, 2022. This amount was lying
unclaimed/ unpaid with the Company for a period of 7 (seven) years after declaration of final dividend for the said FY.

Pursuant to the provisions of Sec 124 (5) of the Companies Act, 2013, your Company has transferred Rs. 639,258.75
pertaining to interim dividend in 2015 Investors Education Protection Fund (IEPF) on 07/12/2022. This amount was lying
unclaimed/ unpaid with the Company for a period of 7 (seven) years after declaration of interim dividend in 2015.

b. Transfer of shares underlying unpaid dividend

The Board of Directors at its meeting held on May 19, 2022, transmitted 6375 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 has also transferred 5843 equity shares (pertaining to interim dividend in 2015) of the Company into the
demat account of the IEPF Authority 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 1087 shareholders whose unclaimed/ unpaid dividend pertaining to FY 2014-15
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 2015-16 will be transferred to IEPF account
on or before Aug 16, 2023 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.

9. CAPITAL EXPENDITURE

As on 31^st March, 2023, the Fixed Assets stood at Rs. 29218.00 lakhs and net fixed assets of Rs. 13,339.00 lakhs. Additions
during the year amount to Rs. 324.00 lakhs.

10. FUTURE PROSPECTS

As explained last year the future prospects is through expansion in state of Telengana through the Subsidiary Kitex Apparel
parks ltd. The revised project is planned at Rs 2890 crores and is being funded at 70:30 proportion through Term loans
and Equity along with sister concern Kitex Childrenswear ltd. The Term loans are tied up through a Consortium of Banks.
There are two Projects planned one being at Warangal, Kakatiya Mega Textiles park and one at Sitarampur industrial park,
Rangareddy district near Hyderabad. The Warangal Project is in advanced stage with Land fully procured, Buildings almost
completed and machineries are under dispatch. The Sitarampur, land has been fully acquired and discussions are in advanced
stages for planning of Building and machinery. The initial commercial production of Warangal unit is planned in March 2024.

11. QUALITY AND ACCOLADES

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

12. CHANGE IN THE NATURE OF BUSINESS

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

13. LISTING

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

14. 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.

15. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, the Annual Return as on March 31, 2023 is available on
the website of the Company at the link www.kitexgarments.com.

16. SECRETARIAL STANDARD

The Company complies with all applicable secretarial standards.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY

During the year under review, the Company had given corporate guarantee for Rs. 2000 crores pursuant to the provisions of
Section 185 and 186 of the Act and SEBI (LODR) Regulations, 2015, and loan amount of Rs. 307.00 lakhs and Investments
of Rs. 26,495.00 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.

18. 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) In accordance with Articles of Association, Mr K.L.V Narayanan (DIN: 01273573), 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.

During the period Mr.ERUMALA MATHEW PAULOSE expired on 30.05.2022 and has ceased as director on the Board and
there is no other change in the Board of Directors & Key Managerial Personnel of your company during the financial year
2022-23 except as aforesaid.

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section
149(6) of the Companies Act, 2013 and Reg 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 as amended from time to time. Based on the confirmation/ disclosure received from the directors, the Non Executive
Directors namely Mr. Benni Joseph, Mr. C. P. Philipose and Mrs. Sumi Francis are treated as independent as on March 31,
2023.

The Company recognizes the importance of a diverse board and believes that it brings new ways of thinking, insights and
different perspective on consumer wants and needs. This will help company to retain competitive position in the corporate
world.

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant
functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment
and Qualifications of Directors) Rules, 2014, as applicable, is complied with in respect of independent directors.

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.

19. 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 February 14, 2023 to review the performance of the Non¬
executive directors, Chairman of the Company and the access of the quality, quantity and timeliness of flow of information
between the Company management and the Board to effectively perform their duties. The details of familiarization program
conducted for Independent Directors of your Company are available on your Company's website www.kitexgarments.com.

20. 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
http://www.kitexaarments.com/wp-content/uploads/2019/02/KGL NRC policy 140219.pdf

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.

21. 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.

22. 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.

23. 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 Kizhakambalam Panchayats and neighboring
panchayat 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

24. 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.

25. BUSINESS RESPONSIBILITY 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.

26. 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 company secretary in practice confirming
compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of
this Report.

27. 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 Chairperson 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

28. 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 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.
Transactions entered into pursuant to omnibus approval are audited by the Risk Assurance Department and 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.

29. 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. Venkitachalam 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.

30. 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.

31. 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 latest 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.

32. AUDITORS32.1.INDEPENDENT AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013, M/s. MSKA & Associates, Chartered Accountants, Chennai
(FRN 105047W) were appointed as the Independent Auditors of the company at the Annual General Meeting held on
28.07.2018 to hold office from the conclusion of the 26th Annual General Meeting till conclusion of 31st Annual General
Meeting to be held in the year 2023, for a tenure of 5 (FIVE) years.

The Board of Directors of the Company and audit committee have recommended the re-appointment of M/s. MSKA &
Associates, Chartered Accountants, Chennai (FRN 105047W) as the Independent Auditors of the company for a second term

for a period of 5 (Five) years from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General
Meeting pursuant to Section 139 (1) and (2) of the Companies Act, 2013 on such remuneration plus other taxes as applicable
as may be mutually agreed to between the Board of Directors and the said Independent Auditors.

Further the report of the Independent Auditors along with notes to financial statements is enclosed to this Annual Report.
The Auditors' Report does not contain any qualification, reservation, disclaimer or adverse remarks.

32.2.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 Company has re-appointed M/s. SVJS & Associates, Practicing
Company Secretaries, Kochi to conduct the Secretarial Audit for the financial year 2022-23. 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.

32.3.INTERNAL AUDITORS

M/s. K. Venkitachalam Aiyer & Co, Chartered Accountants continue to be the Internal Auditors of your company for the
financial year 2022-23.

33. 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.

34. 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 received: Nil

• No. of complaints disposed off: Nil

• No. of complaints pending: 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, 2022 under the Act with District officer.

35. 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.

36. 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:

• Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission
from any of its subsidiaries;

• 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.

• 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.

37. ACKNOWLEDGEMENTS

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

Sd/-

Sabu M. Jacob

Kizhakkambalam Chairman and Managing Director

May 30, 2023 (DIN: 00046016)