Arvind Ltd. — Board/Management Information 2024

May 6, 2024

6 th May, 2024

BSE Limited Listing Dept./Dept. of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

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 - 400 051.

Symbol: ARVIND

Dear Sir/Madam,

Sub: Outcome of the Meeting of the Board of Directors held on 6th May, 2024

Ref.: Regulations 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

With reference to the captioned subject, the Board of Directors of the Company in their meeting held today, inter alia, approved the following:

1. Audited Standalone and Consolidated Financial Results of the Company for the financial year ended on 31st March, 2024, along with the reports of Auditors thereon pursuant to regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015 ("SEBI LODR Regulations").

Pursuant to regulation 33 of SEBI LODR Regulations, we hereby declare that the statutory Auditors have issued audit report with unmodified opinion on the financial results (Standalone and Consolidated) of the Company for the financial year ended 31st March, 2024.

1. Recommended final dividend of Rs.3.75/- per equity share and one-time special dividend of Rs.1/ per equity share, totaling to a dividend of Rs.4.75/- per equity share of face value of Rs.10/- each, for the financial year ended 31st March, 2024 subject to the approval of members at the ensuing Annual General Meeting of the Company.

The dividend shall be paid/dispatched to the shareholders within 30 days of declaration. We shall inform you in due course the date on which the Company will hold Annual General Meeting for the year ended 31st March, 2024.

• 1. Scheme of Arrangement for transfer of Advanced Materials Undertaking of Arvind Limited ("Company") as a going concern on a slump sale basis to Arvind Advanced Materials Limited, wholly owned subsidiary of the Company.
• 1. Re-appointment of Mr. Jayesh Shah (DIN: 00008349) as Whole-Time Director of the Company designated as "Director & Group CFO" with effect from 1st October, 2024.
• 1. Appointment of Mr. Susheel Kaul (DIN: 08208011) as Managing Director of the Company designated as "Managing Director & President (Textiles)" with effect from 6th May, 2024.

• 1. Appointment of Mr. Nilesh Mehta (DIN: 00199071) as an Independent Director of the Company with effect from 12th May, 2024.
• 1. Noting of expiry of second term of Mr. Dileep Choksi (DIN: 00016322) as an Independent Director of the Company on 11th May, 2024.
• 1. Change in designation of Mr. Sanjay Lalbhai as "Chairman" from "Chairman and Managing Director".
• 1. Change in designation of Mr. Punit Lalbhai as "Vice Chairman" from "Vice Chairman and Executive Director".
• 1. Change in designation of Mr. Kulin Lalbhai as "Vice Chairman" from "Executive Director".

Information as required to be disclosed as per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July, 2023 is appended herewith as Annexure-1.

The meeting of the Board of Directors of the Company commenced at 11:15 a.m. and concluded at 12:45 p.m.

Kindly take the same on records.

Thanking you

Yours faithfully, For Arvind Limited Krunal Bhatt KRUNAL DEVENDRAKU MAR BHATT DN: c=IN, o=Personal, postalCode=380007, l=Ahmedabad, serialNumber=f1e7a9013d0c693b0ecfedd28c8f46434c88ce4b4dc21 DEVENDRAKUMAR BHATT

Company Secretary

Annexure - I Scheme of Arrangement

(Refer point No. 3 of letter)

Sr.	Particulars	Details
No.
a)	The amount and percentage of the turnoverorrevenueorincomeandnetworthcontributed by such unit or division orundertakingorsubsidiaryorassociatecompany of the listed entity during the lastfinancial year	FortheFY2023-24,AdvancedMaterialsUndertaking ("AMU") contributed ₹ 1302 crores(18% of the total income) to the Company's totalrevenue from operations.As at 31st March, 2024, the AMU's net worth was₹ 565 crores (16% of the total net-worth) to theCompany's total net worth.
b)	Date on which the agreement for sale hasbeen entered into	TheBoardhasapprovedSchemeofArrangement on 6th May, 2024 for transfer ofAdvanced Materials Undertaking of ArvindLimited ("Company" or "Transferor Company) asa going concern on a slump sale basis to ArvindAdvanced Materials Limited, wholly ownedsubsidiary(TransfereeCompany)oftheCompany with Appointed Date of 1st April, 2024
c)	Theexpecteddateofcompletionofsale/disposal	The Scheme is subject to the approval of variousstakeholders, regulatory / statutory authoritiesas may be required including Stock Exchanges,Hon'ble NCLT and will be operative from theEffective date as provided in the Scheme.
d)	considerationreceivedfromsuchsale/disposals	In consideration for the Slump Sale of theAdvancedMaterialsUndertaking,theTransferee Company shall pay to the TransferorCompany lump sum net cash consideration ofRs.90.36crores(afteradjustingretainedearnings of Rs. 474.65 crores) in one or moretranches, with or without interest within aperiod of six months from the Effective Date, asprovided in the scheme of arrangement.
e)	Brief details of buyers and whether any of thebuyers belong to the promoter/ promotergroup/groupcompanies.Ifyes,detailsthereof	Arvind Advanced Materials Limited the buyer, isthe wholly owned subsidiary of the Company
f)	whether the transaction would fall withinrelated party transactions? If yes, whether thesame is done at "arm's length	Yes, The transaction is between the relatedparties as Transferee Company is the whollyowned subsidiary of the Company and it is onarm's length basis.

g)	whether the sale, lease or disposal of the NoundertakingisoutsideSchemeοfArrangement? If yes, details of the sameincluding compliance with regulation 37A ofLODR Regulations
h)	shall be disclosed by the listed entity with respect to such slump sale	Additionally, in case of a slump sale, indicative disclosures provided for amalgamation/merger,
ha)	Name of the entity(ies) forming part of theamalgamation / merger, details in brief suchas, size, turnover etc.	The Scheme does not involve merger oramalgamation.
hb)	Whether the transaction would fall withinrelated party transactions? If yes, whetherthe same is done at "arm's length"	As given in point (f) above
hc)	Area of business of the entity(ies)	Arvind Limited (Transferor Company) primarilyengaged in several distinct business activitiesTextilesbusiness(i)comprisingοfmanufacturing and supply of woven, denimand garment products and (ii) AdvancedbusinessMaterialscomprisingоfmanufacturing and supply of products relatingprotection,humanindustrialandtocomposites etc.Arvind Advanced Materials Limited (TransfereeCompany) is engaged, inter alia, in the businessof manufacturing and supply of advancedmaterials.
hd)	Rationale for amalgamation / merger	Rational for Slump sale of advanced materialsUndertaking is as under:(i) Consolidationofadvancedmaterialsbusiness undertaken by the TransferorCompany and its wholly owned subsidiaryinto single entity.(ii) Focusedleadershipmanagementandattentionfor the AdvancedMaterialsBusiness.(iii) Emergence of the Transferee Company as apredominantly advanced materials focusedcompany, attracting investors and providingbetter flexibility in accessing capital,focused strategy and specialization forsustained growth.

		iv) Value Creation for stakeholders
		v) Streamlining operating structure
		(v) Greater efficiencies in operations withoptimum utilization of resources, increasedcost saving are expected to flow fromfocused operational efforts, rationalization,standardization andsimplification0tlbusiness process and optimum utilization ofresources.
he)	In case of cash consideration – amount orotherwise share exchange ratio	As given in point (d) above
hf)	Brief details of change in shareholdingpattern (if any) of listed entity	There is no change in the shareholding patternof the Company.

Change in Directors

(Refer point No. 4 of letter)

Re-appointment of Mr. Jayesh Shah as Whole Time Director

Reason for change viz. appointment,re-appointment, resignation, removal,death or otherwise;	Mr. Jayesh Shah isre-appointed as Whole timeDirector of the Company designated as "Director& Group Chief Financial Officer"
Dateofappointment/reappointment/cessation (as applicable)&termofappointment/reappointment;	He isre-appointed fora period of five yearscommencing from 1st October, 2024 to 30thSeptember, 2029 subject to the approval of theshareholders.
Brief profile (in case of appointment);Disclosure of relationships between	Mr. JayeshShah is the Director and ChiefFinancial Officer of Arvind Limited, the flagshipcompany of the Lalbhai Group. He was workingwith the group in its various business divisionssince 1985 and in the year 2002, he becameDirectorontheBoard.Mr.Shahhasdistinguished academic career and has extensiveadministrative,financialregulatoryandmanagerial expertise with his vast experience inthe field. He started his career in Garmentdivision of the Lalbhai Group, and then textiledivision and also looked after all the financialaspects of the group companies, viz. Textiles,branded garments, electronics, and telecom. Hewas also actively involved in merger, acquisition,expansion, diversification, project funding andEuro issue of the company. Being a dynamicprofessional, he has always been exploring newbusiness opportunities and challenges. Mr. Shahis an Associate member of ICAI and a CommerceGraduate from Gujarat University.Mr. Jayesh Shahnot related to any Directors of
directors (in case of appointment of adirector).	the Company.
Declaration	Inaccordancewithcircularnos.LIST/COMP/14/2018-19 and NSE/CML/2018/02,both dated 20th June, 2018, issued by BSE andNSE, respectively, we hereby affirm that Mr.Jayesh Shah is not debarred from holding theoffice of director by virtue of any SEBI order orany other such authority.

Change in Directors

(Refer point No. 5 of letter)

Appointment of Mr. Susheel Kaul as Managing Director & President (Textiles)
Reason for change viz. appointment,re-appointment, resignation, removal,death or otherwise;Dateofappointment/re	Mr. Susheel Kaul isappointed as an AdditionalDirector and Managing Director of the Companydesignated as "Managing Director & President(Textiles)"Heis appointed for a period of three years with
appointment/cessation (as applicable)&termofappointment/reappointment;	effect from 6th May, 2024 upto 5th May 2027subject to approval of shareholders.
Brief profile (in case of appointment);	Mr. Susheel Kaul has been working with ArvindLtd, since 1993. He joined Arvind group as aManagement Trainee after completing PostGraduation in Textiles from The Indian Instituteof Technology, Delhi. His assignments includedQuality Assurance and Product Development,Operations and Business Process Reengineering.In 2002, Susheel took over independent chargeof Khakhis Business division. In 2007, he tookover as the CEO of Shirting & Khakhis Businesses.He is presently the President & CEO - Textiles &Apparel, Arvind Limited.
Disclosure of relationships betweendirectors (in case of appointment of adirector).	Mr. Susheel Kaul is not related to any Directorsof the Company.
Declaration	Inaccordancewithcircularnos.LIST/COMP/14/2018-19 and NSE/CML/2018/02,both dated 20th June, 2018, issued by BSE andNSE, respectively, we hereby affirm that Mr.Susheel Kaul is not debarred from holding theoffice of director by virtue of any SEBI order orany other such authority.

Change in Directors

(Refer point No. 6 of letter)

Appointment of Mr. Nilesh Mehta as an Independent Director of the Company

Reason for change viz. appointment,re-appointment, resignation, removal,death or otherwise;	Mr. NileshMehta isappointed as an AdditionalDirector in the capacity of Independent Directorof the Company.
Dateofappointment/reappointment/cessation (as applicable)&termofappointment/reappointment;	12th May, 2024He isappointed with effect fromto hold office for five consecutive years, for aterm up to 11th May, 2029 subject to approval bythe members.
Brief profile (in case of appointment);	Mr. Nilesh Mehta, 62, has over forty years ofexperience in investing, financial services andbusiness strategy – of which more than twentyyears are in direct private equity investing. He isa Chartered Accountant and a managementgraduatefromtheIndianInstituteofManagement, Ahmedabad. He holds a Bachelorsof Commerce from Gujarat University. He is cofounder and Managing partner of Access IndiaFund-1. Prior to founding Access, he was part ofthe founding team in India at Aureos, whichmanaged SME private equity funds acrossdeveloping economies. He has also earlierfounded Infinity II, a technology fund, and alsomanagedunlistedinvestmentsatMeghrajFinancial. He is Charter Member of TiE, Mumbai.Mr. Mehta also sits on the Boards of a few publicand private limited companies, and is one of thefounder trustees of Aavishkaar Micro VentureFund, set up to invest in socially relevant,sustainable and scalable rural businesses.
Disclosure of relationships betweendirectors (in case of appointment of adirector).	Mr. Nilesh Mehta is not related to any Directorsof the Company
Declaration	Inaccordancewithcircularnos.LIST/COMP/14/2018-19 and NSE/CML/2018/02,both dated 20th June, 2018, issued by BSE andNSE,respectively,weherebyaffirmthatMr. Nilesh Mehta is not debarred from holdingthe office of director by virtue of any SEBI orderor any other such authority.

Change in Directors

(Refer point No. 7 of letter)

Expiry of term of Mr. Dileep Choksi as an Independent Director of the Company

Reason for change viz. appointment,re-appointment, resignation, removal,death or otherwise;	The second term of Mr. Dileep Choksi as anIndependent Director of the Company is expiringon closing hours of 11th May, 2024. Accordingly,he will cease to be director of the Company.
Brief profile (in case of appointment);	Not Applicable
Disclosure of relationships betweendirectors (in case of appointment of adirector).	Not Applicable