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Arvind Ltd. Proxy Solicitation & Information Statement 2022

Nov 21, 2022

59174_rns_2022-11-21_1303ef8f-2269-42ad-a5fd-a02b1d73582c.pdf

Proxy Solicitation & Information Statement

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L ArVIno

www.arvind.com

November 21, 2022

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

Security Code : 500101 Security ID: ARVIND

To

National Stock Exchange of India Ltd. Listing Dept., Exchange Plaza, 5th Floor Plot No. C/1, G. Block Bandra-Kurla Complex Sandra (E) Mumbai - 400 051

Symbol: ARVIND

Dear Sirs,

Sub.: Postal Ballot Notice for approval of Alteration of the Object Clause of the Memorandum of Ass'ociation of the Company.

Ref.: Regulation 30 read with Part A of the Schedule Ill of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With reference to the captioned subject, we send herewith the notice of postal ballot dated 081 h November 2022 seeking approval of members of the Company for alteration of the object clause of the Memorandum of Association of the Company by way of a Special Resolution.

Further, the calendar of events in connection with the postal ballot is as under:

Sr.No. Particulars Schedule
1 Cut - off Date for identification of voting Friday, November 18, 2022
rights of the members
2 time of commencement ofDate andremote e-voting Wednesday, November 23, 2022 {09:00 a.m.)
3 Date and time of end of remote e-voting Thursday, December 22, 2022 (05:00 p.m.)
4 Submission of report by the Scrutinizer on or before Monday, December 26, 2022
5 Date of declaration of results of voting Within 2 working days from closure of e-voting.

Kindly take note of the above and bring this to the notice of all concerned.

Thanking you,

Yours faithfully,

R. V. Bhimani Company Secretary RAMNIK VASHRAMBH AI BHIMANI BHIMANI DN: c=IN, o=Personal, pseudonym=20FFCB7A049A89C2B2950C007E4D F184525438D4, 83B904303DFEBD607962C6975FD0B2CC46221, cn=RAMNIK VASHRAMBHAI BHIMANI Date: 2022.11.21 11:22:26 +05'30'

ARVIND LIMITED (CIN: L17119GJ1931PLC000093)

Regd. Office: Naroda Road, Ahmedabad ‐ 380025. Phone: 079‐68268000, Email: [email protected], Website: www.arvind.com

Postal Ballot Notice

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given, pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read together with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 ("Rules") as amended from time to time and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") and General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020, the General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, the General Circular No. 20/2021 dated December 8, 2021 and the General Circular No. 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs ("MCA Circulars"), Secretarial Standard on General Meetings (SS‐2) issued by the Institute of Company Secretaries of India and other applicable laws and regulations, as amended from time to time (including any statutory modification(s) or re‐enactment thereof for the time being in force), that the resolution as set out in this notice, is proposed to be transacted by the Members through postal ballot by remote e‐Voting only ("remote e‐Voting").

In view of terms of the above referred General Circulars, MCA has advised the companies to take all decisions of urgent nature requiring members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of Postal Ballot/E‐Voting in accordance with the provisions of the Act and Rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue. Moreover, in terms of the General Circulars, the Company will send Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e‐voting system. This Postal Ballot is accordingly being initiated in compliance with the General Circulars.

An Explanatory Statement pursuant to Section 102(2) of the Act setting out all material facts relating to the proposed resolution is annexed hereto for your consideration.

The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Hitesh Buch, proprietor of M/s Hitesh Buch & Associates, Practicing Company Secretaries, (COP No. 8195) as the Scrutinizer for conducting the voting process through Postal Ballot / E‐Voting in accordance with the law and in a fair and transparent manner.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged National Securities Depository Limited ("NSDL") to provide e‐voting facility for its Members. The procedure for e‐voting is given in Point No. 7 below in the Notes. The E‐Voting facility is available at the link www.evoting.nsdl.com from 09:00 AM on Wednesday, 23rd November, 2022 upto 05:00 PM on Thursday, 22nd December, 2022. E‐Voting module will be blocked by NSDL at 05:00 PM on Thursday, 22nd December, 2022 and voting shall not be allowed beyond the said date and time.

The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E‐Voting data provided by NSDL, in a fair and transparent manner. The result on the resolution proposed to be passed through Postal Ballot/E‐Voting shall be announced within 2 working days from the closure of e‐voting and will be displayed on the notice board at the Registered Office of the Company for a period of 3 (Three) days and shall be communicated to BSE Limited and National Stock Exchange of India Limited ("Stock Exchanges") where the equity shares of the Company are listed. The results of the Postal Ballot/E‐Voting will also be displayed on the Company's website at https://www.arvind.com/ and on the website of NSDL at www.evoting.nsdl.com.

The last date of the E‐ Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.

Special Business:

Item No. 1

Alteration of Object Clause of Memorandum of Association of the Company

To consider and if thought fit, to approve the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with applicable rules made thereunder, including any statutory modification(s) or re‐enactment(s) thereto for the time being in force, and subject to the approval of the Registrar of Companies or any other authority as may be required, the approval of the members of the Company be and is hereby accorded for alteration in the "Object Clause" of Memorandum of Association of the Company as follows:

A. Following additional sub‐clauses (2)(t) and (2)(u) be inserted in clause III(2) of Memorandum of Association after existing sub‐clause 2(s‐deleted):

(2)(t): To carry on business of skilling, education, consulting, training, testing and assessment services, train the trainer programmes, vocational training, businesses in the Ed‐tech space and allied projects for segments viz. governments, corporates, retail customers, institutes engaged in formal education, schools, research and development, charitable organisations and to impart aforesaid training through online, offline and blended mode by setting up chain of training centres either owned or through franchise/channel models, to impart other allied and ancillary services viz. Facility Management, Boarding & Lodging, Catering, Manpower / Placement Consultancy, Infra development for setting up of education centres and related services, to develop content / curriculum, to publish books and E‐books, to create digital platforms for learning and customer acquisition, and to set up and run centres of excellence.

(2)(u) :To carry on the business of designing, manufacturing and selling a range of consumer and intermediate products made using natural indigo and other dyes and other substances and to establish design studios, manufacturing plants, supplier relationships, job‐work and other services, arrangements, establish sales and marketing arrangements directly or through channels/ partners."

"RESOLVED FURTHER THAT the Board of Directors of the Company (the "Board" which term shall be deemed to include its committees also) or any officer(s) so authorised by the Board, be and are hereby authorised to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same."

Registered Office: By Order of the Board Naroda Road Ahmedabad‐380025 R.V. Bhimani

Company Secretary

Date: 8th November, 2022 Place: Ahmedabad

NOTES:

    1. The approval of shareholders of the Company is solicited by passing special resolution through Postal Ballot/ E‐Voting for business set out in Item No. 1 this Notice. This Postal Ballot Notice is being sent to all shareholders, whose names appear in the Register of Members / list of Beneficial Owners as received from the Depositories as on 18th November, 2022 ("Cut‐off Date"). Members holding equity shares as on the Cut‐off Date can cast their vote using remote e‐voting facility only. A person who is not a Member as on the Cut‐off Date should treat this Notice for information purpose only.
    1. Explanatory Statement setting out all material facts as required under Section 102 of the Act in respect of the aforesaid special business is appended.
    1. Resolution, if approved, by the shareholders by means of Postal Ballot /E‐Voting is deemed to have been passed at a General Meeting of the shareholders and the last date of the E‐ Voting shall be the date on which the Resolution shall be deemed to have been passed, if approved by the requisite majority.
    1. In terms of the General Circulars, the Postal Ballot Notice is sent electronically to all the shareholders who have registered their email ids with the Company or Depository Participant(s) as on the Cut‐off Date and is also available on the website of the Company at https://www.arvind.com/.
    1. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut‐off Date are requested to register their e‐mail Ids by sending an e‐mail citing subject line as "AL‐Postal Ballot‐Registration of e‐mail Ids" to Registrar and Transfer Agent of the Company, i.e., Link Intime India Private Limited at [email protected] or to the Company at [email protected] with name of registered shareholder(s), folio number(s)/DP Id/Client Id and No. of equity shares held to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e‐voting facility provided by NSDL.
    1. A Member cannot exercise his / her / its vote by proxy on Postal Ballot / E‐Voting.

7. Voting through Electronic Means:

The Company is providing remote e‐voting facility to its Members to cast their vote by electronic means through E‐Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

The voting period begins at 09:00 AM on Wednesday, 23rd November, 2022 and ends at 5.00 PM on Thursday, 22nd December, 2022. The e‐voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut‐off Date i.e. Friday, 18th November, 2022 may cast their vote electronically.

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 for Individual shareholders holding securities in demat mode

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 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:

Typeof Login Method
shareholders
Individual 1.Existing IDeASuser can visit the e‐Services website of NSDL
Shareholders Viz. https://eservices.nsdl.com either on a Personal Computer
holding securities in or on a mobile. On the e‐Services home page click on the
dematmodewith "Beneficial Owner" icon under"Login" which is available
NSDL. under'IDeAS' section , this will prompt you to enter your
existingUserIDandPassword.Aftersuccessful
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.
2.If you are not registered for IDeAS e‐Services, option to
register is available athttps://eservices.nsdl.com. Select
"RegisterOnlineforIDeASPortal"orclickat
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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 Verification Code as shown on the
screen. After 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.
4.Shareholders/Members can also download NSDL Mobile App
"NSDL Speede" facility by scanning the QR code mentioned
below for seamless voting experience.
IndividualShareholdersholding securities indematmodewithCDSL 1.Users who have opted for CDSL Easi / Easiest facility, canlogin through their existing user id and password. Option willbe made available to reach e-Voting page without any furtherauthentication. The users to login Easi / Easiest are requestedto visit CDSL website www.cdslindia.com and click on loginicon & New System Myeasi Tab and then user your existingmy easi username & password.
2.After successful login the Easi / Easiest user will be able tosee the e-Voting option for eligible companies where theevoting is in progress as per the information provided bycompany. On clicking the evoting option, the user will beable to see e-Voting page of the e-Voting service provider forcasting your vote during the remote e-Voting period.Additionally, there is also links provided to access the systemof all e-Voting Service Providers, so that the user can visitthe e-Voting service providers' website directly.
3.If the user is not registered for Easi/Easiest, option to registeris available at CDSL website www.cdslindia.com and clickon login & New System Myeasi Tab and then click onregistration option.
Alternatively, the user can directly access e-Voting page byproviding Demat Account Number and PAN No. from a e-Votinglink available on www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registered Mobile &Email as recorded in the Demat Account. After successfulauthentication, user will be able to see the e-Voting option wherethe evoting is in progress and also able to directly access thesystem of all e-Voting Service Providers.
Individual You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered with
(holding securities in NSDL/CDSL for e‐Voting facility. Upon logging in, you will be able
demat mode) login to see e‐Voting option. Click on e‐Voting option, you will be
throughtheir redirected to NSDL/CDSL Depository site after successful
depository authentication, wherein you can see e‐Voting feature. Click on
participants 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.

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.

Login type Helpdesk details
IndividualShareholdersholdingsecuritiesindemat mode with NSDL Members facing any technical issue in login can contactNSDL helpdesk by sending a request at [email protected]or call at toll free no.: 1800 1020 990 and 1800 22 44 30
IndividualShareholdersholdingsecuritiesindemat mode with CDSL Members facing any technical issue in login can contactCDSLhelpdeskbysendingarequestat[email protected] or contact at toll free no.1800 22 55 33

B) Login Method 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.
    1. Once the home page of e‐Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
    1. 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 shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares indemat account with NSDL. 8 Character DP ID followed by 8 DigitClient ID
For example if your DP ID is IN300***and Client ID is 12****** then your userID is IN30012***.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is12************** then your user ID is12**************
c) For Members holding shares in EVENNumberfollowedbyFolio
Physical Form. Number registered with the company
For example if folio number is 001***and EVEN is 101456 then user ID is101456001***
    1. Password details for shareholders other than Individual shareholders are given below:
    • a) If you are already registered for e‐Voting, then you can user your existing password to login and cast your vote.
    • 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.
    • 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.
    1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
    • 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.
    • 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 [email protected] 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.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e‐Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically 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.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e‐ Voting period.
    1. Now you are ready for e‐Voting as the Voting page opens.
    1. 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.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not 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 [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.
    1. 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.
    1. 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 [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email 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 [email protected].
    1. 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 for Individual shareholders holding securities in demat mode.
    1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e‐voting by providing above mentioned documents.
    1. 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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

The Company is primarily engaged in the business of manufacturing and supply of Textiles & Apparel Products which is highly labour intensive industry and experiences a high degree of attrition. Therefore, the Company is in continuous need of skilled and semi‐skilled manpower in order to meet its various job requirements. In order to address this need, the Company is planning to set up a separate division which shall focus on sourcing and imparting the customized training to the manpower required for various entry level job roles. By setting up a dedicated division, Company's endeavour would be to ensure a predictable and sustained pipeline of manpower thus leading to higher productivity and better margins. The Company shall also leverage on its skill development set up to supply the trained manpower to other entities within the Textiles & Apparel industry wherein the Company is a significant player and also to entities outside the industry.

Indigo dyes have been used on fabrics for multiple decades to create Denim fabrics, and the Company has been a pioneer in this field. The Company would like to build upon and extend its expertise in handling Indigo and other natural dyes, and apply to a range of substrates such as ceramics, wood, leather and metal. The Company is planning to design, manufacture and sell variety of products using materials mentioned earlier, through its own establishment and third party arrangements. To this end, the Company seeks to establish design studios, manufacturing plants, supplier and job‐work relationships, and other arrangements with partners for the proposed business.

In view of the above, amendments in the object clause are proposed to be made by inserting new sub‐clauses (2)(t) and (2)(u) after the existing sub‐clause (2)(s‐ Deleted) in clause III(2) (Object Clause) of the Memorandum of Association of the Company. The new sub‐clauses are aimed to provide flexibility to the Company to commence/start new activities, either by itself or through channels/partners for higher productivity, better margins, developing a skill ecosystem for other sectors and for a better world.

Section 13 of the Companies Act, 2013 states that a Company, may, by passing a special resolution, alter the provisions of its Memorandum of Association (the "MoA"). The Board of Directors, on 8th November, 2022 has approved the aforesaid alteration in the Object Clause of the MoA of the Company, subject to the approval of the Members of the Company by way of postal ballot.

The revised draft MoA after the proposed alterations as approved by the Board of Directors of the Company is available for inspection at the Registered Office of the Company on all working days between 11.00 a.m. and 5.00 p.m., upto the date of closing of e‐voting. For the convenience of Shareholders, the Company has also posted the same in the "Investors" section on the Company's website www.arvind.com.

None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives, are concerned or interested (financially or otherwise) in the proposed resolution.

In the opinion of the Board, the proposed special resolution is in the interest of the Company and its shareholders and therefore, the Board recommends the Special Resolution set out in the Notice for approval by the members.

Naroda Road Ahmedabad‐380025 R.V. Bhimani

Date: 8th November, 2022 Place: Ahmedabad

Registered Office: By Order of the Board

Company Secretary