Arvind Ltd. — AGM Information 2024

Jul 6, 2024

6[th] July, 2024

BSE Limited

Listing Dept./ Dept. of Corporate Services Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001

Security Code : 500101 Security ID : ARVIND

National Stock Exchange of India Limited

Listing Dept., Exchange Plaza, 5[th] Floor Plot No. C/1, G. Block Bandra-Kurla Complex Bandra (E) Mumbai - 400051

Symbol : ARVIND

Dear Sir/Madam,

Subject: Notice of Annual General Meeting and Integrated Annual Report - FY 2023-24

The Annual General Meeting (“AGM”) of the Company will be held on Thursday, 1[st] August, 2024 at 3:30 P.M. IST through Video Conferencing/Other Audio Visual Means.

Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Integrated Annual Report of the Company for the financial year 2023-24 along with the Notice of AGM which is being sent through electronic mode to the members, who have registered their e-mail addresses with the Depositories/ Company.

The Integrated Annual Report containing AGM Notice is also available on the website of the Company at www.arvind.com.

Kindly take the same on records.

Thanking you

Yours faithfully, For Arvind Limited

KRUNAL DEVENDRAK UMAR BHATT

Digitally signed by KRUNAL DEVENDRAKUMAR BHATT DN: c=IN, o=Personal, postalCode=380007, l=Ahmedabad, st=Gujarat, street=J-7 Komal Enclave Paldi, Ahmedabad City, Ahmadabad City Gujarat India- 380007- Near Shantivan Cross Roads, title=4605, 2.5.4.20=515d0c231360ca4e5fa6b703a29362a916f75296485bfd8f2fdc39683b5c5c0c, serialNumber=f1e7a9013d0c693b0ecfedd28c8f46434c88ce4b4dc213a883d1855d85ed0f83, email=krunal.bhatt@arvind.in, cn=KRUNAL DEVENDRAKUMAR BHATT Date: 2024.07.06 12:52:18 +05'30'

Krunal Bhatt Company Secretary

Encl: As above

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Notice

NOTICE is hereby given that the Annual General Meeting of the members of the Company will be held on Thursday, 1[st] August, 2024 at 3:30 p.m. (IST) through Video Conference (“VC”)/ Other Audio Visual Means (“OAVM”) (hereinafter referred to as “electronic mode”) to transact the following Business:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited financial statements [including consolidated financial statements] of the Company for the financial year ended 31[st] March, 2024 and the reports of the Directors and Auditors thereon.

2. ended 31[st] March, 2024.

3. To appoint a Director in place of Mr. Kulin Lalbhai (DIN: 05206878), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150,152 read with Schedule IV to the Companies Act, 2013 (“the Act”) and any other applicable provisions of the Act and the rules made thereunder and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof), Mr. Nagesh Pinge (DIN: 00062900), who was appointed by the Board of Directors as an Additional Director in the capacity of Independent Director with effect from 21[st] June, 2024, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under section 160 of the Act from a Member

and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for an initial term of five consecutive years i.e. upto 20[th] June, 2029”

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

1. modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and any other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of ` 4.15 lakhs (Rupees four lakhs fifteen thousand only) plus applicable taxes and reimbursement of out-of-pocket expenses in connection with the audit, payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad having Firm Registration No. 000025, appointed by the Board to conduct the audit of the cost records of the Company for the financial year ending 31[st] March, 2025, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and take all such steps as maybe necessary, proper or expedient to give effect to this Resolution.”

By Order of the Board Naroda Road Ahmedabad - 380025 Krunal Bhatt

Company Secretary Date : 3[rd] July, 2024 Membership No. A 20162

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NOTES

1. Pursuant to Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 20/2020 dated 5[th] May, 2020 and subsequent circulars issued in this regard, the latest being 09/2023 dated 25[th] September, 2023, issued by the Ministry of Corporate Affairs and circular no. SEBI/HO/CFD/ CFD-PoD-2/P/CIR/2023/167 dated 7[th] October, 2023 issued by SEBI, annual general meeting can be held through video conferencing (VC) or other audio visual means (OAVM) without physical attendance of the Members at the AGM venue. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. The Notice of the Annual General Meeting along with the Annual Report for the financial year 2023-24 is being sent only by electronic mode to those Members whose email addresses are registered with the Company/ Depositories in accordance with the aforesaid MCA and SEBI Circulars. Members may note that the Notice of Annual General Meeting and Annual Report for the financial year 2023-24 will also be available on the Company’s website https:// www.arvind.com; websites of the Stock Exchanges i.e. National Stock Exchange of India Ltd and BSE Limited at www.nseindia.com and www.bseindia.com respectively.

3. Pursuant to the provisions of the Companies Act, 2013, a Member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to 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 aforesaid MCA and SEBI 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 Annual General Meeting and hence the Proxy Form, Attendance Slip and Route Map of AGM are not annexed to the Notice.

4. Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.

5. In case of joint holders attending the AGM, 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.

6. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000

7. include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without

8. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the business under Item Nos. 4 to 5 of the Notice, is annexed hereto. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India, of the person seeking appointment/ re-appointment as a Director under Item No. 3 and 4 of the Notice is also annexed to the notice.

8.[th] July, 2024 as the “Record Date” for determining entitlement of members to receive dividend for the financial year ended on 31[st] March, 2024, if approved at the Annual General Meeting.

1. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Record Date shall be entitled for the dividend which will be paid within thirty days of date of Annual General Meetings, subject to applicable TDS.

2. Effective from 1[st] April, 2024, SEBI has mandated that the shareholders, who hold shares in physical mode and whose folios are not updated with any of the KYC details [viz., (i) PAN (ii) Contact Details (iii) Mobile Number (iv) Bank Account Details and (v) Signature], shall be eligible to get dividend only in electronic mode. Accordingly, payment of dividend, subject to approval at the AGM, shall be paid to physical holders only after the above details are updated in their folios. Shareholders are requested to complete their KYC by writing to the Company’s RTA, Link Intime India Private Limited.

3. TDS ON DIVIDEND: Pursuant to the changes introduced by the Finance Act 2020, w.e.f. 1[st] April 2020, the Company would be required to deduct tax at source (TDS) at the prescribed rates on the dividend paid to its shareholders. The TDS rate would vary depending on the residential status of the shareholder and the documents submitted by them and accepted by the Company. Accordingly, the above referred Final Dividend and Special Dividend will be paid after deducting the TDS. The Company will be sending out individual communication to the shareholders who have

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• registered their email IDs with us. For the detailed process, the information is available on the Company’s website at https://www.arvind.com/investor-updates .

• Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, PAN, mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to the Company’s Registrars and Transfer Agents, Link Intime India Pvt. Ltd. in case the shares are held by them in physical form.

• SEBI vide its notification dated 25[th] January, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or Link Intime India Pvt. Ltd., for assistance in this regard.

• Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Link Intime India Pvt. Ltd., the details of such folios together with the share certificates along with the requisite KYC Documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.

• As per the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in Form ISR-3 or Form SH-14, as the case may be. The said forms can be downloaded from the Company’s website at https://www.arvind.com/investor-updates. Members are requested to submit the said form to their DPs in case the shares are held in electronic form and to the RTA at ahmedabad@linkintime.co.in in case the shares are held in physical form, quoting their folio no(s).

• Members intending to require information about Accounts in the Meeting are requested to inform the Company at least 7 days in advance of the AGM.

• Members are requested to note that, dividends if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in . For details, please refer to Corporate Governance Report which is a part of this report.

• All documents referred to in the accompanying Notice of the AGM and explanatory statement shall be open for inspection without any fee at the registered office of the Company during normal business hours on any working day upto and including the date of the AGM of the Company.

18. Instructions for e-Voting and joining the AGM are as follows:

• I. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, and aforesaid MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has appointed National Securities Depository Limited (“NSDL”) as the authorized agency, for facilitating voting through electronic means i.e. remote e-Voting and e-Voting during the AGM.

• II. Mr. Hitesh Buch, Practicing Company Secretary (Membership No. FCS 3145, COP 8195) has been appointed as the Scrutinizer to scrutinize the e-Voting during the AGM and remote e-Voting in a fair and transparent manner.

• III. The Results of voting will be declared within 2 working days from the conclusion of the AGM. The declared Results, along with the Scrutinizer’s Report will be submitted to the Stock Exchanges where the Company’s equity shares are listed (BSE Limited & National Stock Exchange of India Limited) and shall also be displayed on the Company’s website https://

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www.arvind.com and NSDL’s website www.evoting. nsdl.com.

• IV. Voting rights of the Members for voting through remote e-Voting and voting during the AGM shall be in proportion to shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Thursday, 25[th] July, 2024. A person, whose name is recorded in the Register of Members or in the Register of Beneficial owners (as at the end of the business hours) maintained by the depositories as on the cutoff date shall only be entitled to avail the facility of remote e-Voting and voting during the AGM. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

• V. The remote e-Voting facility will be available during the following period:

• a. Commencement of remote e-Voting: 9:00 A.M. (IST) on Monday, 29[th] July, 2024.

• b. End of remote e-Voting: 5:00 P.M. (IST) on Wednesday, 31[st] July, 2024.

• c. The remote e-Voting will not be allowed beyond the aforesaid date and time and the remote e-Voting module shall be disabled by NSDL upon expiry of aforesaid period.

• VI. Those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the AGM.

• VII. The Members who have cast their vote by remote e-Voting prior to the AGM may also attend/ participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.

• VIII. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holds shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in mentioning their demat account number/ folio number, PAN, name and registered address. However, if he/ she is already registered with NSDL for remote e-Voting then he/ she can use his/ her existing User ID and password for casting the vote.

• IX. Process and manner for Remote e-Voting:

• How do I vote electronically using NSDL e-voting system?

• The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

STEP 1: ACCESS TO NSDL E-VOTING SYSTEM

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated 9[th] December, 2020 on e-Voting facility provided 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.

• Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	Existing IDeAS user can visit the e-Services website of NSDL Viz.https:// eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. Afer successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp

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Type of shareholders	Login Method		Type of shareholders	Login Method
	3. Visit the e-Voting website of NSDL. Open web browser by typing the following 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” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. Afer successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.		Individual Shareholders (holding securities in demat mode) login through their depository participants	On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/ Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. Afer successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers. 5. Afer successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site afer successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2 Af fl li th Ei Eit
	. er successu ogn e as / ases user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the informationprovided bycompany.

1. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company.

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

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at 1800 1020 990 and 1800 22 44 30 Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at toll free no. 022- 23058738 or 022-23058542-43

• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical a) For Members 8 Character DP ID followed by 8 Digit who hold shares Client ID in demat account For example if your DP ID is IN300 with NSDL. and Client ID is 12 then your user ID is IN30012**.

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com

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• b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com .

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY AND JOIN GENERAL MEETING ON NSDL E-VOTING SYSTEM.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to pcs.buchassociates@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl. co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e -mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide 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 investor@arvind.in

2. In case shares are held in demat mode, please provide DPIDCLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to investor@arvind. in If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

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1. Alternatively shareholders/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

• I. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join

• meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• II. Members are encouraged to join the Meeting through Laptops for better experience.

• III. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• IV. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via 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.

• V. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investor@arvind.in. The same will be replied by the company suitably.

• VI. Those Members who have registered themselves as a speaker will only be allowed to express their views /ask questions during the AGM. The Company reserves the rights to restrict the number of speakers depending on availability of time for the AGM.

By Order of the Board Naroda Road Ahmedabad - 380025 Krunal Bhatt Company Secretary Date : 3[rd] July, 2024 Membership No. A 20162

Krunal Bhatt Company Secretary Membership No. A 20162

Integrated Annual Report 2023-24 83

01 CORPORATE OVERVIEW

76 STATUTORY REPORTS 186 FINANCIAL STATEMENTS

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4

The Board of Directors, upon recommendation of Nomination and Remuneration Committee, by passing resolution by circulation on 21[st] June, 2024, appointed Mr. Nagesh Pinge (DIN: 00062900) as an Additional Director of the Company in the capacity of Independent Director for a term of 5 years with effect from 21[st] June, 2024 to 20[th] June 2029, subject to approval of the Members of the Company.

terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Nagesh Pinge that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. The Company has also received a notice under Section 160 of the Act from a member proposing the candidature of Mr. Nagesh Pinge for the office of Independent Director of the Company

specified in the Companies Act, 2013 and rules made thereunder and Listing Regulations for his appointment as an Independent Director of the Company and is independent of the management.

Nomination and Remuneration Committee reviewed the capabilities of Mr. Nagesh Pinge vis a vis the role and capabilities required as decided by the Committee based on the evaluation of balance of skills, knowledge and experience of the existing Board and considered appropriate, to recommend the appointment of Mr. Nagesh Pinge as an Independent Director, for a term of 5 (Five) consecutive years effective from 21[st] June, 2024. In the opinion of Nomination and Remuneration Committee and the Board of Directors, Mr. Pinge possesses appropriate skills, knowledge and expertise required for the efficient functioning of the Company more particularly in the areas Ethics, Corporate Governance, Risk Management and Internal Audit.

valuable experience, knowledge and counsel.

In line with the Company’s remuneration policy for Independent Directors, Mr. Nagesh Pinge will be entitled to receive remuneration by way of sitting fees as approved by the Board

of Directors, reimbursement of expenses for participation in the Board meetings and commission on a yearly basis of such sum as may be approved by the Board of Directors on the recommendation of the Nomination and Remuneration Committee within the overall limits under Companies Act, 2013 up to 1% of the net profits of the Company during any financial year, in aggregate payable to all Non-Executive Directors put together. Details of remuneration paid to independent directors shall be disclosed as part of the Annual Report.

The Board of Directors also appointed Mr. Nagesh Pinge as Chairman of Audit Committee and Risk Management Committee of the Board with effect from 21[st] June, 2024.

Considering Mr. Nagesh Pinge’s Professional experience in the fields of Ethics, Corporate Governance, Risk Management and Internal Audit, the Board of Directors is of the opinion that it would be in the interest of the Company to appoint him as an Independent Director for a period of five years with effect from 21[st] June, 2024 to 20[th] June 2029.

Draft letter of appointment of Mr. Nagesh Pinge setting out the terms and conditions of appointment is being made available for inspection by the Members through electronic mode.

Additional information in respect of Mr. Nagesh Pinge, pursuant to the Listing Regulations and the Secretarial Standards on General Meetings (SS-2), is provided at Annexure to this Notice. A brief profile of Mr. Nagesh Pinge is also provided at Annexure to this Notice.

None of the Directors or Key Managerial Personnel (‘KMP’) of the Company or their respective relatives, except Mr. Nagesh Pinge and his relatives, are concerned or interested, financially or otherwise, in the resolution set out in the Notice.

The Board of Directors recommends the special resolution proposing the appointment of Mr. Nagesh Pinge as an Independent Director of the Company, as set out in Item No. 4 for approval by the Members.

Item No. 5

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31[st] March, 2025 at a remuneration of ` 4.15 lakhs (Rupees four lakhs fifteen thousand only) plus applicable taxes and out of pocket expenses.

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In accordance with the provisions of Section 148(3) of the Act read with The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31[st] March, 2025.

None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested (financially or otherwise) in the above resolution.

The Board of Directors recommends the Ordinary Resolution set out in Item No. 5 for approval by the Members.

Integrated Annual Report 2023-24 85

01 CORPORATE OVERVIEW

76 STATUTORY REPORTS 186 FINANCIAL STATEMENTS

ANNEXURE TO THE NOTICE

Details of Directors seeking appointment and reappointment:

(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India)

Name of the Director	Mr. Kulin Lalbhai	Mr. Nagesh Pinge
Director Identifcation Number (DIN)	05206878	00062900
Date of Birth and Age	13thAugust, 1985 (38 years)	1stOctober, 1958 (65 years)
Date of frst appointment on the Board	26thJuly, 2012	21stJune, 2024
Qualifcations	• B.Sc. (Electrical Engineering), Stanford University, USA • MBA - Harvard Business School, USA	Chartered Accountant and Law Graduate
Expertise in specifc functional area	• Expert in retail technologies and digital transformation • Sales and marketing including an understanding of consumer markets in India, US and Europe • International business experience covering operations in new geographies • Innovation management to ensure continuing relevance of Company’s oferings under changing market conditions	Ethics, Corporate Governance, Risk Management and Internal Audit.
Brief Profle & Experience	Mr. Kulin Lalbhai is a Vice Chairman at Arvind Limited. He is driving new initiatives in the consumer businesses of the group. He has been instrumental in setting up several new retail concepts and also spearheads the group’s digital initiatives. He also plays an active role in the overall Corporate Strategy. Prior to his current role, he has also worked with management consulting with McKinsey & Co’s Mumbai ofice. He holds a leadership position in several industry bodies. He is the Chairman of CII National committee on textiles and apparel and also heads the CII subcommittee on the India-EU FTA negotiations. He is also the Chairman of CII Gujarat State Council 2024-25. He is the Vice Chairman of RAI, the leadingindustrybodyfor Indian retail.	Mr. Nagesh Pinge is an Expert in Ethics, Corporate Governance, Risk Management and Internal Audit. He is a Chartered Accountant and Law Graduate from India. He has also completed Executive Education Program from The Stephen M Ross School of Business of the University of Michigan, USA. In a career spanning 40 years, he has worked with many organizations of repute like Tata Motors as “Chief-Internal Audit, Risk Management and Ethics”. Prior to that he has also served Reliance Retail Ltd, JSW Steel Ltd. and ICICI Bank and its Group Companies. He is an Independent Director in many reputed Companies. He is a past President of the Institute of Internal Auditors, India
Number of Shares held in the Company as benefcial owner (as on date of the notice)	Nil	Nil
Details of remuneration sought to be paid	As approved by members by passing special resolution through postal ballot dated 2ndJuly, 2022.	He shall be entitled to sitting fees for attending meetings of the Board/ Committees and commission as approved by the Board of Directors within the overall limit sanctioned by the Shareholders and as prescribed under the Companies Act 2013

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Remuneration last drawn	Please refer to Corporate Governance Report	N.A being frst appointment
Number of Board Meetings attended (FY 2023-24)	3 out of 4	NA
Directorships in other Companies as on date of the notice	Unlisted companies: • Arvind Youth Brands Private Limited • PVH Arvind Fashions Private Limited • Retailers Association of India Listed Companies: • Arvind Fashions Limited • Arvind SmartSpaces Limited • Zydus Wellness Limited	Unlisted companies: • Aditya Birla Finance Limited • Aditya Birla Sun Life Insurance Limited • Hero Housing Finance Limited • Utkarsh Small Finance Bank Limited • Whiteoak Capital Trustee Limited Listed Companies: • Arvind Fashions Limited • Automobile Corporation of Goa Limited • Goa Carbon Limited
Membership/ Chairmanship of Committees of other Boards as on date of the notice	Arvind Fashions Limited • Stakeholders Relationship Committee (Chairman) • Corporate Social Responsibility Committee (Chairman) Zydus Wellness Limited • Nomination & Remuneration Committee (Chairman), • Audit Committee (Member), • Risk Management Committee (Member), • Corporate Social Responsibility Committee (Member)	Aditya Birla Finance Limited • Audit Committee (Member) Aditya Birla Sun Life Insurance Company Limited • Audit Committee (Member) • Risk Management Committee (Member) Arvind Fashions Limited • Audit Committee (Chairman) • Risk Management Committee (Member) Automobile Corporation of Goa Limited • Audit Committee (Chairman), • Risk Management Committee (Member), Goa Carbon Limited • Audit Committee (Chairman) Hero Housing Finance Limited • Audit Committee (Member) Utkarsh Small Finance Bank Limited • Audit Committee (Member)
Listed Entities from which Director has resigned as Director inpast threeyears	Nil	Nil
Inter-se relationship with other Directors and Key Managerial Personnel of the Company	Mr. Kulin Lalbhai is a son of Mr. Sanjay Lalbhai, Chairman and a brother of Mr. Punit Lalbhai, Vice Chairman of the Company	None

Integrated Annual Report 2023-24 87