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Arvind Ltd. — AGM Information 2025
Jul 16, 2025
59174_rns_2025-07-16_635af848-3c83-43c0-b366-09a568dc5e1d.pdf
AGM Information
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16[th] July, 2025
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 along with Integrated Annual Report of the Company for FY 2024-25
The Annual General Meeting (“AGM”) of the Company will be held on Friday, 8[th] August, 2025 at 11:00 A.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 enclose herewith the Notice of AGM along with Integrated Annual Report of the Company for the financial year 2024-25, which is being sent to all the members through electronic mode, who have registered their e-mail addresses with the Depositories/Company /Registrar and Transfer Agent. The Members who’s E-mail ID are not registered, a letter providing a web-link for accessing Notice of the AGM and Integrated Annual Report for FY 2024-25 is being sent.
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 Digitally signed by KRUNAL DEVENDRAK DEVENDRAKUMAR BHATT Date: 2025.07.16 15:53:50 UMAR BHATT +05'30'
Krunal Bhatt
Company Secretary
Encl: As above
Notice
NOTICE is hereby given that the Annual General Meeting of the members of the Company will be held on Friday, 8[th] August, 2025 at 11:00 a.m. (IST) through Video Conference (“VC”)/ Other Audio Visual Means (“OAVM”) (hereinafter referred to as “electronic mode”) to transact the following Business:
Ordinary Business
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To receive, consider and adopt the audited financial statements [including consolidated financial statements] of the Company for the financial year ended 31[st] March, 2025 and the reports of the Directors and Auditors thereon.
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To declare dividend on equity shares for the financial year ended 31[st] March, 2025.
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To appoint a Director in place of Mr. Sanjay Lalbhai (DIN: 00008329), who retires by rotation and being eligible, offers himself for re-appointment.
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To appoint a Director in place of Mr. Jayesh Shah (DIN: 00008349), who retires by rotation and being eligible, offers himself for re-appointment.
Special Business
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To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
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“RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other applicable laws/ statutory provisions, if any, as amended from time to time, M/s. Hitesh Buch & Associates, Company Secretaries (C.P. No.: 8195) be and are hereby appointed as Secretarial Auditors of the Company for term of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, at such fees, plus applicable taxes and other out-ofpocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.
RESOLVED FURTHER THAT the Board of Directors or any committee thereof be and is hereby authorized to do all such acts, deeds, matters, and things as may be necessary, desirable, or expedient to give effect to the aforesaid resolution.”
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To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
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“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, 2026, be and is hereby ratified and confirmed.
RESOLVED FURTHER THAT the Board of Directors or any committee thereof be and is hereby authorized to do all such acts, deeds, matters, and things as may be necessary, desirable, or expedient to give effect to the aforesaid resolution.”
Registered Office: By Order of the Board Naroda Road Ahmedabad - 382 345 Krunal Bhatt Company Secretary Date: 15[th] May, 2025 Membership No. A 20162
NOTES
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Pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated 3[rd] October, 2024 and Circular No. 20/2020 dated 5[th] May, 2020 latest amended by Circular No. 09/2024 dated 19[th] September, 2024, issued by the Ministry of Corporate Affairs and all other relevant circulars issued from time to time, 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.
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The Notice of the Annual General Meeting along with the Annual Report for the financial year 2024-25 is being sent only by electronic mode to those Members whose email addresses are registered with the Company/ Depository Participants as on Cut-off date in accordance with the aforesaid MCA Circulars and circulars issued by SEBI. Members may note that the Notice of Annual General
Integrated Annual Report 2024-25 1
CORPORATE STATUTORY FINANCIAL OVERVIEW REPORTS STATEMENTS
Meeting and Annual Report for the financial year 2024-25 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 Limited and BSE Limited at www. nseindia.com and www.bseindia.com respectively.
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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 MCA 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.
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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.
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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.
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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 members on first come first served basis. This will not include large Members (Members 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 restriction on account of first come first served basis.
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The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the business under Item Nos. 5 & 6 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.
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The Company has fixed Friday, 25[th] July, 2025 as the “Record Date” for determining entitlement of members to
receive dividend for the financial year ended on 31[st] March, 2025, if approved at the Annual General Meeting.
- 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.
Effective 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, MUFG Intime India Private Limited (Formerly Link Intime India Private Limited).
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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 Members. The TDS rate would vary depending on the residential status of the member and the documents submitted by them and accepted by the Company. Accordingly, the above referred Final Dividend will be paid after deducting the TDS. The Company will be sending out individual communication to the shareholders who have registered their email IDs with us. For the detailed process, the information is available on the Company’s website at https://www.arvind.com/ shareholder-communication.
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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, MUFG Intime India Pvt. Ltd. (Formerly Link Intime India Pvt. Ltd.) in case the shares are held by them in physical form.
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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 MUFG Intime India
2 Arvind Limited
Pvt. Ltd. (Formerly Link Intime India Pvt. Ltd.), for assistance in this regard.
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Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or MUFG Intime India Pvt. Ltd. (Formerly 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.
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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/shareholder-communication. 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 [email protected] in case the shares are held in physical form, quoting their folio no(s).
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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.
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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.
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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.
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A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
19. Instructions for e-Voting and joining the AGM are as follows:
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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 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.
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II. Mr. Hitesh Buch, 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.
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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:// www.arvind.com and NSDL’s website www.evoting. nsdl.com.
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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. Friday 1[st] August, 2025. 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 cut-off date shall only be entitled to avail the facility of remote e-Voting and voting during the AGM.
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V. The remote e-Voting facility will be available during the following period:
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a. Commencement of remote e-Voting: 9:00 A.M. (IST) on Tuesday , 5[th] August, 2025.
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b. End of remote e-Voting: 5:00 P.M. (IST) on Thursday, 7[th] August, 2025.
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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.
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Integrated Annual Report 2024-25 3
CORPORATE STATUTORY FINANCIAL OVERVIEW REPORTS STATEMENTS
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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.
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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.
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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 [email protected] 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.
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IX. Process and manner for Remote e-Voting:
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How do I vote electronically using NSDL e-voting system?
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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
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A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
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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:
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Type of shareholders Login Method
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| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joiningvirtual meeting& votingduringthe meeting. |
| 2. 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 at https:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp |
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| 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 ore-Voting service provider i.e. NSDLand 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. |
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| 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
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Arvind Limited
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Type of shareholders Login Method
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| Type of shareholders | Login Method |
|---|---|
| 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 myeasi username &password. |
| 2. Afer 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. 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. |
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| 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. |
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| 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-VotingService Providers. |
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| 5. Afer successful authentication, user will be provided links for the respective ESP i.e.NSDL where the e-Votingis inprogress. |
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| Individual Shareholders (holding securities in demat mode) login through their depository participants |
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. |
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.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
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Login type Helpdesk details
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| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at +91 22 48867000 |
| Individual Shareholders holding securities in demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@ cdslindia.comor contact at toll free no. 1800 21 09911 |
- 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?
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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.
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Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
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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.
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Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
Integrated Annual Report 2024-25 5
CORPORATE STATUTORY FINANCIAL OVERVIEW REPORTS STATEMENTS
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.
- Your User ID details are given below:
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Manner of holding shares
i.e. Demat (NSDL or CDSL) or Your User ID is:
Physical
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| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
|---|---|
| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID |
| For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
|
| 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 |
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Password details for shareholders other than Individual shareholders are given below:
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a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
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b) If you are using NSDL e-Voting system for the first time, 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.
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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.**
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If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
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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.
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c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
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d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
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After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
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Now, you will have to click on “Login” button.
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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?
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After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle and General Meeting is in active status.
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Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and
6 Arvind Limited
casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.
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Now you are ready for e-Voting as the Voting page opens.
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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.
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Upon confirmation, the message “Vote cast successfully” will be displayed.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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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 [email protected] with a copy marked to [email protected]. 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.
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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.
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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.: +91 22 48867000 or send a request at [email protected]
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:
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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.
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In case shares are held in demat mode, please provide DPID-CLID (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 (self-attested scanned copy of Aadhar Card) to [email protected] 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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Alternatively shareholders/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
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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 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:
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The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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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.
Integrated Annual Report 2024-25 7
CORPORATE STATUTORY FINANCIAL OVERVIEW REPORTS STATEMENTS
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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.
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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:
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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.
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II. Members are encouraged to join the Meeting through Laptops for better experience.
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III. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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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.
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V. Members 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 [email protected]. The same will be replied by the company suitably.
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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.
Registered Office: By Order of the Board Naroda Road Ahmedabad - 382 345 Krunal Bhatt Company Secretary Date: 15[th] May, 2025 Membership No. A 20162
8 Arvind Limited
Explanatory Statement under Section 102(1) of the Companies Act, 2013
Item No. 5
The Board at its meeting held on 15[th] May, 2025, based on recommendation of the Audit Committee, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has unanimously approved the appointment of M/s. Hitesh Buch & Associates, Company Secretaries, a peer reviewed sole proprietorship firm (C.P. No.: 8195) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members.
The appointment of Secretarial Auditors shall be in terms of the amended Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated 12[th] December, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
M/s. Hitesh Buch & Associates, a sole proprietorship firm is set up by Mr. Hitesh Buch who is a Graduate in Management (B.B.A.) and Law (Special), and Fellow Member of the Institute of Company Secretaries of India having overall experience of more than 40 years. He possesses more than 35 years post qualification experience as Company Secretary. He is Peer Reviewed Company Secretary (Peer Review No.: 1265/2021).
The sole proprietorship firm has handled assignments on mergers and amalgamations, due diligence, FEMA, corporate governance, and corporate litigations. The sole proprietorship firm is engaged in providing Corporate Advisory Services, Audit & Assurance, Registration Services, Representation Services and other services like Due Diligence, Corporate Legal Advisory, Mergers & Amalgamations related advisory and representation services, Legal Opinion, Drafting of Business Related Agreements.
M/s. Hitesh Buch & Associates has confirmed that the sole proprietorship firm is not disqualified and is eligible to be appointed as Secretarial Auditors in terms of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by M/s. Hitesh Buch & Associates as Secretarial Auditors is within the purview of the said regulation read with SEBI circular no. SEBI/ HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31[st] December, 2024.
The proposed fees in connection with the secretarial audit shall be `2,10,000/- (Rupees Two lakh ten thousand only) plus applicable taxes and other out-of-pocket expenses for FY 2026, and for subsequent year(s) of their term, such fees as may be mutually agreed between the Board of Directors and M/s. Hitesh Buch & Associates. In addition to the secretarial audit, M/s. Hitesh Buch & Associates shall provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.
None of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested, in the Resolution set out in Item No. 5 of this Notice.
The Board recommends the Ordinary Resolution as set out in Item No. 5 of this Notice for approval of the Members.
Item No. 6
The Board, at its meeting held on 15[th] May, 2025, based on recommendation of the Audit Committee, has unanimously 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, 2026 at a remuneration of `4.15 lakhs (Rupees four lakhs fifteen thousand only) plus applicable taxes and out of pocket expenses.
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 members of the Company. Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31[st] March, 2026.
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. 6 for approval by the Members.
Integrated Annual Report 2024-25 9
CORPORATE STATUTORY FINANCIAL OVERVIEW REPORTS STATEMENTS
Annexure to the item No. 3 & 4 of the Notice
Details of Directors seeking 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)
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Name of the Director Mr. Sanjay Lalbhai Mr. Jayesh Shah
Director Identification 00008329 00008349
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| Name of the Director | Mr. Sanjay Lalbhai | Mr. Jayesh Shah |
|---|---|---|
| Director Identifcation | 00008329 | 00008349 |
| Number (DIN) | ||
| Date of Birth and Age | 10thApril, 1954 (71 years) | 25thMay, 1960 (64 years) |
| Date of frst appointment on the Board |
17thMarch, 1979 | 20thNovember, 2002 |
| Qualifcations | • Bachelor of Science. • Masters in Management Studies. |
• Commerce Graduate • Chartered Accountant |
| Expertise in specifc functional area |
Business Strategy, Product Development & Branding, Operations and General Management |
Finance, Accounts, MIS, Merger, Acquisition, Expansion, Diversifcation, Project funding, Euro-issue and Financial Restructuring |
| Brief Profle & Experience |
Mr. Sanjay Lalbhai is the Chairman and Managing Director of Arvind Limited. He is also Chairman and Non executive Director of Arvind Fashions, Anup Engineering and Arvind Smart Spaces - a group of businesses that post a turnover 1.7 billion USD. It is under his leadership that Arvind has become one of the largest manufacturers of textiles globally, and that the group has established a strong presence in spaces such as apparel retailing, real estate and engineering. Mr. Lalbhai believes that addressing societal concerns and creating long lasting beneft to society is integral to the business strategy. He provides strategic leadership to SHARDA Trust and Arvind Foundation - the CSR arms of the company. Mr. Lalbhai has a deep interest in the feld of higher education and serves on the boards of several premier educational institutes. He is the President of Ahmedabad Education Society, President of Ahmedabad University, Chairman of CEPT University and was a past member of the Governing Board of the Indian Institute of Management, Ahmedabad. He provides leadership in the feld of research by serving on the Council of Management of the Physical Research Laboratory and as Chairman of Council of Administration of Ahmedabad Textile Industry’s Research Association. Mr. Lalbhai is passionate about art. He serves as a Chairman of Gujarat Museum Society and the Chairman of the Lalbhai Dalpatbhai Institute of Indology. He is also founder and trustee of the Kasturbhai Lalbhai Museum, and founder of the Arvind Indigo museum. Mr. Lalbhai has been a practitioner of Heartfulness Meditation since 1994 and has been a trainer in the practice since 2015. |
Mr. Jayesh Shah is the Whole Time Director and Group Chief Financial Oficer of Arvind Limited, a fagship company of the Lalbhai Group. He was working with the group in its various business divisions since 1985 and in the year 2002, he became Director on the Board. Mr. Shah has distinguished academic career and has extensive administrative, fnancial regulatory and managerial expertise with his vast experience in the feld. He started his career in Garment division of the Lalbhai Group and then textile division and also looked afer all the fnancial aspects of the group companies, viz., Textiles, branded garments, electronics and telecom. He was also actively involved in merger, acquisition, expansion, diversifcation, project funding and Euro issue of the company. Being a dynamic professional, he has always been exploring new business opportunities and challenges. Mr. Shah an Associate member of ICAI and a Commerce Graduate from Gujarat University. |
10
Arvind Limited
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Name of the Director Mr. Sanjay Lalbhai Mr. Jayesh Shah
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| Name of the Director | Mr. Sanjay Lalbhai | Mr. Jayesh Shah |
|---|---|---|
| Number of Shares held in the Company as benefcial owner (as on date of the notice) |
170 | 2,47,600 |
| Details of remuneration sought to be paid |
As approved by members by passing special resolution through postal ballot dated 30thApril, 2022. |
As approved by members by passing special resolution through postal ballot dated 20thJuly, 2024. |
| Remuneration last drawn |
Please refer to Corporate Governance Report | Please refer to Corporate Governance Report |
| Number of Board Meetings attended (FY 2024-25) |
5 out of 5 | 5 out of 5 |
| Directorships in other Companies as on date of notice (Excluding Foreign Companies) |
Unlisted Companies: • Animesh Holdings Pvt. Ltd. • Arvind Foundation • Arvind Indigo Foundation Listed Companies: • The Anup Engineering Limited • Arvind Fashions Limited • Arvind Smartspaces Limited |
Unlisted Companies: • Arvind Envisol Limited • Arvind Technical Products Private Limited • Aura Securities Private Limited • Value Fashion Retail Limited • Amplus Capital Advisors Private Limited • Aura Business Enterprise Private Limited • Arvind PD Composites Private Limited • Arvind Foundation • Arvind Indigo Foundation |
| Membership/ Chairmanship of Committees of other Boards |
Arvind Smartspaces Limited • Stakeholders’ Relationship Committee (Chairman) • Nomination and Remuneration Committee (Member) • Corporate Social Responsibility Committee (Chairman) |
Nil |
| Listed Entities from which Director has resigned as Director in past three years |
Nil | Nil |
| Inter-se relationship with other Directors and Key Managerial Personnel of the Company |
Mr. Sanjay Lalbhai is father of Mr. Punit Lalbhai and Mr. Kulin Lalbhai, Vice Chairmen of the Company |
None |
Integrated Annual Report 2024-25 11