Scheme of Arrangement

Kitex Garments Limited (CIN: L18101KL1992PLC006528) Regd. Office: Building No. VI/496, Kizhakkambalam, Vilangu P.O, Aluva, Ernakulam – 683561, Kerala Phone: 91 484 2585000, Fax: 91 484 2680604 Email: sect@kitexgarments.com Website: www.kitexgarments.com Ref: KGL/SE/2026-27/JUL/02 July 10, 2026 BSE Limited National Stock Exchange of India Limited Corporate Relations Department, Listing Department, Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Mumbai – 400 001, Bandra Kurla Complex, Bandra (East), Maharashtra, India Mumbai - 400 051, Maharashtra, India Scrip Code : 521248 Symbol : KITEX Dear Sir/ Madam, Sub :- Addendum to Notice of the meeting of the Equity Shareholders of Kitex Garments Limited (‘Company’) pursuant to the directions of the Hon’ble National Company Law Tribunal, Kochi Bench (‘Tribunal’) Ref :- Intimation of Notice for convening of the Meetings of the Equity Shareholders and Unsecured Creditors of Kitex Garments Limited (‘Company’) pursuant to the directions of the Hon’ble National Company Law Tribunal, Kochi Bench (‘Tribunal’) dated June 23, 2026 Further to our above mentioned intimation wherein we had informed about the meeting of Equity Shareholders and Unsecured Creditors of Kitex Garments Limited (‘Company’) pursuant to the directions of the Hon’ble National Company Law Tribunal, Kochi Bench (‘Tribunal’), we attach herewith an Addendum to the Notice of meeting of Equity Shareholders of the Company. The Addendum is being sent to all Equity Shareholders of the Company as on the cut-off date, i.e, May 29, 2026 by the same mode as the original notice, in compliance with the Tribunal’s directions and applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Addendum is also being filed with BSE Limited and National Stock Exchange of India Limited and uploaded on the company's website at https://www.kitexgarments.com/. We request you to take the above on record. Thanking you, Yours faithfully, For Kitex Garments Limited Dayana Joseph Company Secretary & Compliance Officer Kitex Garments Limited (CIN: L18101KL1992PLC006528) Regd. Office: Building No. VI/496, Kizhakkambalam, Vilangu P.O, Aluva, Ernakulam – 683561, Kerala Phone: 91 484 2585000, Fax: 91 484 2680604 Email: sect@kitexgarments.com Website: www.kitexgarments.com ADDENDUM TO THE NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF KITEX GARMENTS LIMITED (Convened pursuant to the Order of the Hon'ble National Company Law Tribunal, Kochi Bench dated January 22, 2026 in Company Application No. CA (CAA) NO. 01/KOB/ 2026) In the matter of the Companies Act, 2013 In the matter of Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 In the matter of Kitex Childrenswear Limited and Kitex Garments Limited In the matter of Scheme of Arrangement between Kitex Childrenswear Limited and Kitex Garments Limited and their respective shareholders and creditors This Addendum is issued in continuation of, and should be read along with, the Original Notice dated June 10, 2026, the Explanatory Statement, and Annexures to the Notice convening the meeting of the Equity Shareholders of Kitex Garments Limited scheduled on Friday, July 24, 2026 at 11:00 AM (IST), through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) for considering the Scheme of Arrangement between Kitex Childrenswear Limited and Kitex Garments Limited and their respective shareholders and creditors (“Scheme”), under the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”). Members be informed that, the following information under Clause 54 of Explanatory Statement to the notice convening the meeting of equity shareholders of Kitex Garments Limited, is now furnished as an addendum: 54(xii) Applicable additional information submitted by Kitex Garments Limited to National Stock Exchange of India Limited (NSE) as per Annexure M of the NSE checklist, in accordance with the NSE Observation Letter, enclosed as Annexure – 21. Save and except as expressly stated in this Addendum, all other disclosures and particulars contained in the original Notice dated June 10, 2026, the Explanatory Statement, and Annexures to the Notice remain unchanged and shall continue to apply in full force. The Addendum is being sent to all Equity Shareholders of the Company as on the cut-off date of May 29, 2026 by the same mode as the original notice, in compliance with the Tribunal’s directions and applicable provisions of the Companies Act, 2013, the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Addendum is also being filed with BSE Limited and National Stock Exchange of India Limited and uploaded on the company's website at https://www.kitexgarments.com/. Sd/- Mr. Sabu M Jacob DIN: 00046016 (Managing Director of Kitex Garments Limited) Place: Kochi Date: 08.07.2026 Kitex Garments Limited (CIN: L18101KL1992PLC006528) Regd. Office: Building No. VI/496, Kizhakkambalam, Vilangu P.O, Aluva, Ernakulam – 683561, Kerala Phone: 91 484 2585000, Fax: 91 484 2680604 Email: sect@kitexgarments.com Website: www.kitexgarments.com Annexure - 21 Details of applicable additional information submitted by Kitex Garments Limited to National Stock Exchange of India Limited (NSE) as per Annexure M of the NSE checklist are as follows: Sl No Particulars Annexure 1 Details of assets, liabilities, revenue and net worth of the Annexure 21A companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certified by Chartered Accountant (CA). 2 List of comparable companies considered for comparable Annexure 21B companies’ multiple method. 3 Share Capital built-up in case of scheme of arrangement Annexure 21C involving unlisted entity/entities, certified by CA. 4 Revenue, PAT and EBIDTA (in value and percentage Annexure 21D terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report. 5  Any action taken/pending by Govt./Regulatory Annexure 21E body/Agency against all the entities involved in the scheme.  Confirmation from Company that the scheme is in compliance with the applicable securities laws.  Confirmation that the arrangement proposed in the scheme is yet to be executed. 6 Part-B – Scheme of Arrangement in PPT Form Annexure 21F Annexure 21A Annexure 21B Annexure 21C Annexure 21D Annexure 21E Annexure 21F Scheme of Arrangement- Kitex Garments Limited (KGL / Resultant Company) with Kitex Childrenswear Limited (KCL / Demerged Company) Transaction Structure Resultant Structure Public Promoters Public Promoters 100% 43.4% 40.7% 29.65% 59.46% 100% 15.9% KGL KCL Demerged 10.89% KGL Undertaking Demerger 1 100% 100% 100% Other KAPL KitexUSA, LLC Subsidiaries* 70% 30% 50% 50% KAPL KitexUSA, LLC Other subsidiaries* *Other Subsidiaries KitexBuilding Systems Limited, KitexInfantswear Limited, KitexHerbals Limited & KitexBuilding Systems LLC FZ KAPL KitexApparel Parks Limited A) Kitex Childrenswear Limited Kitex Childrenswear Kitex Childrenswear Kitex Childrenswear Limited-Pre demerger Limited- Demerger Limited-Post demerger Demerged Demerged undertaking Demerged Company undertaking+ Demerged Company Demerged undertaking- Manufacturing of infant wear garments at the manufacturing facility at Kizhakkambalam, Kochi Kerala + investment in textile manufacturing activity of Kitex Apparel Parks Limited where KCL holds 30% equity and investment in distribution company Kitex USA LLC where KCL holds 50% equity stake Demerged Company- Inve [Showing first 8,000 characters — download PDF for full document]