Arvind Ltd. — AGM Information 2024

Jul 16, 2024

16th 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, 5th Floor Plot No. C/1, G. Block Bandra‐Kurla Complex Bandra (E) Mumbai ‐ 400051

Symbol : ARVIND

Dear Sir/Madam

Sub : Intimation of Corrigendum to Notice of Annual General Meeting scheduled to be held on 1st August, 2024

This is to inform you that Arvind Limited ("Company") has issued Notice dated 3rd July 2024, convening the Annual General Meeting (AGM) of the Company to be held on Thursday, 1st August, 2024 at 3:30 p.m. IST through Video Conferencing (VC)/ Other Audio‐Visual Means (OAVM).

This attached Corrigendum is being issued to inform the members of the Company regarding modification in the Special Business set out in Item No. 4 of the AGM Notice and the Explanatory Statement.

Except as provided in enclosed Corrigendum, all other items of the AGM Notice along with Explanatory Statement, shall remain unchanged.

Please note that on and from the date hereof, the AGM Notice dated shall always be read collectively with this Corrigendum.

The Corrigendum is also uploaded on the website of the Company i.e. www.arvind.com

Kindly take the same on records.

Thanking You

Yours faithfully For Arvind Limited KRUNAL DEVENDRAKUMA DN: c=IN, o=Personal, postalCode=380007, l=Ahmedabad, st=Gujarat, Gujarat India- 380007- Near Shantivan Cross Roads, title=4605,

Krunal Bhatt Company Secretary R BHATT Date: 2024.07.16 17:19:01 +05'30'

883d1855d85ed0f83, email=krunal.bhatt@arvind.in, cn=KRUNAL

Encl.: As above

ARVIND LIMITED

CIN: L17119GJ1931PLC000093 Regd. Office : Naroda Road, Ahmedabad – 380025, Gujarat, India. Email : investor@arvind.in ; website : www.arvind.com Phone Nos: 079‐68268000/68268108‐09

CORRIGENDUM TO THE NOTICE OF THE ANNUAL GENERAL MEETING

Arvind Limited ("Company") has issued a notice dated 3rd July, 2024 ("AGM Notice") for convening the Annual General Meeting (AGM) of the members of the Company which is scheduled to be held on Thursday, 1st August, 2024 at 3.30 p.m. IST through Video Conferencing (VC) / Other Audio‐Visual Means (OAVM). The AGM Notice has been e‐mailed to the shareholders of the Company in due compliance with the provisions of the Companies Act, 2013 and SEBI read with the relevant rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India.

The Board of Directors on 16th July, 2024 has resolved to modify Item No. 4 of the AGM Notice. Consequently, in the Special Business set out in Item No. 4 of the AGM Notice and the Explanatory Statement, the tenure of the Independent Director should read as 4 (Four) years in place of 5 (Five) years wherever it appears. Accordingly, the end date of the term should read as 20th June, 2028 in place of 20th June, 2029.

This Corrigendum to the AGM Notice shall form an integral part of the AGM Notice which has already been circulated to members of Company and on and from the date hereof, the AGM Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also being e‐ mailed to the members and published in the Financial Express (English & Gujarati) and will also be made available on website of the Stock Exchanges i.e. www.bseindia.com and www.nseindia.com and website of the Company at www.arvind.com. All other contents of the AGM Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.

Members are requested to note the contents of the revised item No. 4 of the AGM Notice and the explanatory statement thereto as set forth hereunder:

Item No.4:

"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 21st June, 2024, who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice proposing his candidature for the office of Director, be 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 four consecutive years i.e. upto 20th June, 2028.

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."

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 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 21st June, 2024 (as modified on 16th July, 2024), appointed Mr. Nagesh Pinge (DIN: 00062900) as an Additional Director of the Company in the capacity of Independent Director for a term of 4 years with effect from 21st June, 2024 to 20th June 2028, subject to approval of the Members of the Company.

Mr. Nagesh Pinge is qualified to be appointed as a Director in 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.

In the opinion of the Board, Mr. Nagesh Pinge fulfils the conditions 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 4 (Four) consecutive years effective from 21st 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.

In the opinion of the Board, the Company will benefit from his 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 21st 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 four years with effect from 21st June, 2024 to 20th June 2028.

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.

Naroda Road

Registered Office: By Order of the Board

Ahmedabad‐380025 Krunal Bhatt Date : 16th July, 2024 Company Secretary Membership No. A20162