VARVEE GLOBAL LIMITED — Proxy Solicitation & Information Statement 2024

May 29, 2024

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May 29, 2024

To, The Manager (Listing) The Manager (Listing) The Bombay Stock Exchange Ltd. The National Stock Exchange of India Ltd PhirozeJeejeebhoy Towers, “Exchange Plaza” Dalal Street, Bandra-Kurla Complex Mumbai – 400 001 Mumbai – 400 051 Company Code: 514274 (BSE) Company Code: AARVEEDEN (NSE)

Dear Sir/ madam,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

Pursuant to Regulation 30 of the SEBI Listing Regulations, please find attached the Postal Ballot Notice along with explanatory dated May 29, 2024, seeking approval of the members of the Company, by way of remote e-voting process for Appointment of Mr. Hiten Parikh (DIN 01686215), Mr. Kandarp Trivedi (DIN: 00314065) and Mr. Ankit N. Mittal (DIN: 10056094) as Non-Executive Independent Director of the Company to hold office for five years from 1[st] April 2024 till 31[st] March,2029.

In accordance with the General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 8, 2021, Circular No. 3/2022 dated May 5, 2022, Circular No. 11/2022 dated December 28, 2022 and Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (‘MCA Circulars’), the Postal Ballot Notice along with Explanatory Statement is being sent to the Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories and whose email addresses are registered with the Company/Depositories as on Friday, May 24, 2024 (‘Cut-Off Date’).

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) as the agency to provide remote e-voting facility to its members. The remote e-voting facility will be available during the following period:

• Commencement of e-Voting – at 9.00 a.m. (IST) on Friday, May 31, 2024.

• End of e-Voting – at 5.00 p.m. (IST) on Saturday, June 29, 2024.

The e-voting module shall be disabled by NSDL thereafter.

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This Postal Ballot Notice dated May 29, 2024, will also be available on the Company’s website at www.aarveedenims.com and website of NSDL at www.evoting.nsdl.com.

Thanking you.

Yours faithfully,

For, Aarvee Denims and Exports Ltd.

Digitally signed by ABIRA IDRIS MANSURIDN: C=IN, O=Personal, T=8513, OID.2.5.4.65= ABIRA 92684C0B1B5D9588BD86798BF30E3666, Phone=606b57b1db86080277411672c7ffb1e3b265ffc653e bb2dce40e2765364a0bca, PostalCode=380055, S =Gujarat, SERIALNUMBER=D4A4B9BABC889AEC76033F967539EFC2CDB35 IDRIS 2032ABF150A7CEC8CF59DB8C87C, CN=ABIRA IDRIS MANSURI Reason: I am the author of this document Location: MANSURI Date: 2024.05.28 13:53:12+05'30'Foxit PDF Reader Version: 12.1.3

Abira Mansuri

Company Secretary & Compliance Officer

Encl.: As above

NOTICE OF POSTAL BALLOT

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

To, The Shareholders, Aarvee Denims and Exports Limited.

Notice is hereby given that pursuant to the provisions of Section 110 read with Section 108 and all other applicable provisions, if any, of Companies Act, 2013 (“the Act”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations” ), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5 th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September, 25, 2023, issued by the Ministry of Corporate Affairs, Government of India ('MCA Circulars') , Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of Aarvee Denims and Exports Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“Notice”) , are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e- voting are appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed Mr. Tapan Shah, Practicing Company Secretary (having membership no. FCS: 4476 COP 2839) as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

Members are requested to carefully read the instructions mentioned under the head 'General information and instructions relating to e-voting' in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Saturday, June 29, 2024 , failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “NSDL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. Link Intime India

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Private Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the e-voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.aarvee-denims.com, on the website of NSDL at www.evoting.nsdl.com and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to the National Stock Exchange of India Limited and BSE Limited where the equity shares of the Company are listed. The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot, i.e. Saturday, June 29, 2024.

SPECIAL BUSINESSES:

1. Appointment of Mr. Hiten Parikh (DIN 01686215) as Independent Director:

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

“RESOLVED THAT in accordance with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and Schedule IV to the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment(s), modification(s), variation(s) or reenactment(s) thereof, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 30[th] March, 2024 appointed Mr. Hiten Parikh (DIN 01686215) as an Additional Director in the capacity of an Independent Director of the Company, who meets the criteria for independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying their intention to propose Mr. Hiten Parikh for appointment as an Independent Director, the approval of the shareholders be and is hereby accorded for appointment of Mr. Hiten Parikh as a Non-Executive & Independent Director of the Company, for a period of 5 consecutive years from 1[st ] April, 2024 upto 31[st] March, 2029 and whose office shall not be liable to retire by rotation.

2. Appointment of Mr. Kandarp Trivedi (DIN: 00314065) as Independent Director:

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

“RESOLVED THAT in accordance with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and Schedule IV to the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements)

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Regulations, 2015, including any amendment(s), modification(s), variation(s) or reenactment(s) thereof, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 30[th] March, 2024 appointed Mr. Kandarp Trivedi (DIN: 00314065) as an Additional Director in the capacity of an Independent Director of the Company, who meets the criteria for independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying their intention to propose Mr. Kandarp Trivedi for appointment as an Independent Director, the approval of the shareholders be and is hereby accorded for appointment of Mr. Kandarp Trivedi as a Non-Executive & Independent Director of the Company, for a period of 5 consecutive years from 1[st ] April, 2024 upto 31[st] March, 2029 and whose office shall not be liable to retire by rotation.

3. Appointment of Mr. Ankit N. Mittal (DIN: 10056094) as Independent Director:

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

“RESOLVED THAT in accordance with the provisions of Section 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and Schedule IV to the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment(s), modification(s), variation(s) or reenactment(s) thereof, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 30[th] March, 2024 appointed Mr. Ankit N. Mittal (DIN: 10056094)as an Additional Director in the capacity of an Independent Director of the Company, who meets the criteria for independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying their intention to propose Mr. Ankit N. Mittal for appointment as an Independent Director, the approval of the shareholders be and is hereby accorded for appointment of Mr. Ankit N. Mittal a Non-Executive & Independent Director of the Company, for a period of 5 consecutive years from 1[st ] April, 2024 upto 31[st] March, 2029 and whose office shall not be liable to retire by rotation.

By order of the Board of Directors For Aarvee Denims and Exports Ltd.

Sd/- Abira Mansuri Company Secretary & Compliance Officer ACS 42410

Place: Ahmedabad Date: 29[TH] MAY, 2024 Regd.Office: 191, Shahwadi, Near Old Octroi Naka, Narol Sarkhej Highway, Ahmedabad, Gujarat - 382405

Notes:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder concerning the special business in respect of item no. 1 to as set out above is annexed hereto and forms part of this Notice.

2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., NATIONAL SECURITIES DEPOSITORY LIMITED (THE “NSDL”) AND CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED (THE “CDSL”) as on FRIDAY, 24[TH] MAY, 2024 (THE “CUT-OFF DATE”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/S. LINK INTIME INDIA PRIVATE LIMITED (THE “RTA”) , in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

4. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)- 2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e- voting are provided as part of this Notice.

5. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the e-voting notice could not be serviced, may temporarily get their e-mail address registered with the Company’s RTA, M/s. Link Intime India Private Limited, by clicking the link: https://linkintime.co.in/emailreg/email_reg ister.html. Post successful registration of the e-mail, the member would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, member may write to rnt.helpdesk@linkintime.co.in.

6. It is clarified that for permanent registration of e-mail address, the members are however requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and

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in respect of physical holdings with the Company’s RTA to enable servicing of notices, etc. electronically to their e-mail address.

7. The e-voting rights of the Shareholders / beneficiary owners shall be reckoned on the shares held by them as on FRIDAY, 24[TH] MAY, 2024 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialized or in physical form, as on the Cut-Off date, can cast their vote electronically.

1. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote

2. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their Authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly Authorised representative(s), to the Scrutinizer by e-mail to tapanshah814@yahoo.com with a copy marked to evoting@nsdl.co.in

3. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again

11. POSTAL BALLOT (E-VOTING) PERIOD COMMENCES FROM FRIDAY, MAY 31, 2024 (9.00 A.M. IST) AND ENDS ON SATURDAY, JUNE 29, 2024(5.00 P.M. IST). AT THE END OF THE E-VOTING PERIOD, THE FACILITY SHALL FORTHWITH BE BLOCKED AND E-VOTING SHALL NOT BE ALLOWED BEYOND THE SAID DATE AND TIME.

1. The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Saturday, June 29, 2024 . The resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the “Act”) setting out material facts of the aforesaid item is annexed hereto as Annexure I and which forms part of this Postal Ballot Notice.

2. This Notice shall also be available on the website of the Company at www.aarvee-denims.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com respectively, and on the website of National Securities Depository Limited at www.evoting.nsdl.com.

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1. All the documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e- voting process. Members seeking to inspect such documents can send an email to cs@aarveedenims.com

General information and instructions relating to e-voting:

• I. THE VOTING PERIOD BEGINS ON FRIDAY, MAY 31, 2024 (9.00 A.M. IST) AND ENDS ON SATURDAY, JUNE 29, 2024 (5.00 P.M. IST). DURING THIS PERIOD, THE SHAREHOLDERS OF THE COMPANY, HOLDING SHARES EITHER IN PHYSICAL FORM OR IN DEMATERIALIZED FORM, AS ON THE CUT-OFF DATE (RECORD DATE) VIZ., FRIDAY, MAY 24, 2024 MAY CAST THEIR VOTES ELECTRONICALLY. THE E-VOTING MODULE SHALL BE DISABLED BY CDSL FOR VOTING THEREAFTER.

• II. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020 and under Regulation 44 of the SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolution. Individual shareholders holding securities in demat mode are allowed to vote through their demat account(s) maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and E-mail ID in their demat accounts in order to access e-voting facility.

• III. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• IV. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

- How do I vote electronically using NSDL e Voting system?

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

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

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• 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:

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.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After 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. 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/IdeasDirectRe g.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 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. 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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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 website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting 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. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
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 after 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.

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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.

Logintype	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 at evoting@nsdl.co.in or call at 022 - 4886 7000 and 022 -2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 18002255 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.

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

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

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

1. Your User ID details are given below :

	Manner of holding shares i.e. Demat	Your User ID is:
	(NSDL or CDSL) or Physical
	a) For Members who hold shares in	8 Character DP ID followed by 8 Digit
	demat account with NSDL.	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	16 Digit Beneficiary ID
	demat account with CDSL.	For example if your Beneficiary ID is
		12** then your user ID is
		12**

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c) For Members holding shares in EVEN Number followed by Folio Physical Form. Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

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

3. 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.

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

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

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

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

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

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

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

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

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

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

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

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- 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period.

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

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

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

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

7. 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 tapanshah814@yahoo.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to (Name of NSDL Official) at evoting@nsdl.co.in

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to (cs@aarveedenims.com).

2. 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 (selfattested scanned copy of Aadhar Card) to (cs@aarveedenims.com). If you are an

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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 evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Contact Detail COMPANY: Aarvee Denims and Expors Ltd. Registered office: 191, Shahwadi, Nr. Old Octroi Naka, Narol - Sarkhej Highway, Narol, Ahmedabad - 382 405 CIN: L17110GJ1988PLC010504 Email id : cs@aarveedenims.com

Scrutinizer Mr. Tapan Shah, Practicing Company Secretary Email id : srutinizer@tapanshah.in

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF SPECIAL BUSINESSES:

ITEM NO.1

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 30[th] March, 2024, appointed Mr. Hiten M. Parikh (DIN: 01686215) as an Additional Director in the category of Non-Executive & Independent Director for a period of 5 consecutive years from 1[st] April, 2024 upto 31[st ] March, 2029 subject to the approval of the shareholders. In this regard, the Company has received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act, 2013. Also, the Company has received requisite declarations from Mr. Mr. Hiten M. Parikh.

Mr. Hiten M. Parikh is a practicing Chartered Accountant, Ph. D and qualified as IP with experience of more than 37 years in the fields including Finance, Income Tax, Insolvency matters as well as on Company Law matters and on mergers and acquisition aspects as Practicing Chartered Accountant. He is also representing various clients before NCLT on Insolvency as Company Law matters. He is also representing before Commissioner of Income Tax-Appeals as well as before Income Tax Authorities on regular basis. He is also associated with various educational, social and professional organizations and giving his services as specialist on honorary basis

He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. He does not hold any equity shares of the Company.

Other details of Mr. Hiten M. Parikh are provided in Annexure-A to this Notice pursuant to the provision of Listing Regulations and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

As per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from January 1, 2022, the approval of the shareholders is required to be taken for the appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Your Directors recommend the passing of the special resolution proposed at Item No.1 of the Notice.

No Director, other than Mr. Hiten M. Parikh or any key managerial personnel or the relatives of the directors or key managerial personnel is in any way concerned or interested, financially or otherwise, in the said resolution.

ITEM NO.2

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 30[th] March, 2024, appointed Mr. Kandarp Trivedi (DIN: 00314065) as an Additional Director in the category of Non-Executive & Independent Director for a period of 5 consecutive years from 1[st] April, 2024 upto 31[st ] March, 2029

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subject to the approval of the shareholders. In this regard, the Company has received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act, 2013. Also, the Company has received requisite declarations from Mr. Kandarp Trivedi.

Mr. Kandarp Trivedi is a practicing Chartered Accountant, DISA, qualified as a certified Information systems Auditor(C.I.S.A) since past 20 years. He is having versatility in area of Debt financing from Banks /NBFCs/Financial institution ,Insurance planning and management, Investment planning and Information systems –planning and security management. He is also a empaneled faculty with ICAI for post qualification course on DISA and he is delivering lectures for the course since past 9 years.

He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. He does not hold any equity shares of the Company.

Other details of Mr. Kandarp Trivedi are provided in Annexure-A to this Notice pursuant to the provision of Listing Regulations and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India.

As per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from January 1, 2022, the approval of the shareholders is required to be taken for the appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Your Directors recommend the passing of the special resolution proposed at Item No.2 of the Notice.

No Director, other than Mr. Kandarp Trivedi or any key managerial personnel or the relatives of the directors or key managerial personnel is in any way concerned or interested, financially or otherwise, in the said resolution.

ITEM NO.3

Based on the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 30[th] March, 2024, appointed Mr. Ankit N Mittal (DIN: 10056094) as an Additional Director in the category of Non-Executive & Independent Director for a period of 5 consecutive years from 1[st] April, 2024 upto 31[st ] March, 2029 subject to the approval of the shareholders. In this regard, the Company has received a notice in writing from a member, pursuant to the provisions of Section 160 of the Companies Act, 2013. Also, the Company has received requisite declarations from Mr. Kandarp Trivedi.

Mr. Ankit N Mittal is a practicing Chartered Accountant. He is having 12+ Years of experience in field of Finance, Accountancy and Taxation. He is a invited Speaker at Various Professional Forum and have contributed various articles to Professional organizations...

He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013. He does not hold any equity shares of the Company.

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Other details of Mr. Ankit N Mittal are provided in Annexure-A to this Notice pursuant to the provision of Listing Regulations and Secretarial Standard on General Meetings (“SS2”), issued by the Institute of Company Secretaries of India.

As per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from January 1, 2022, the approval of the shareholders is required to be taken for the appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Your Directors recommend the passing of the special resolution proposed at Item No.3 of the Notice.

No Director, other than Mr. Ankit N Mittal or any key managerial personnel or the relatives of the directors or key managerial personnel is in any way concerned or interested, financially or otherwise, in the said resolution.

By order of the Board of Directors For Aarvee Denims and Exports Ltd.

ABIRA IDRIS MANSURI Digitally signed by ABIRA IDRIS MANSURIDN: C=IN, O=Personal, T=8513, OID.2.5.4.65=92684C0B1B5D9588BD86798BF30E3666, Phone=606b57b1db86080277411672c7ffb1e3b265ffc653ebb2dce40e2765364a0bca, PostalCode=380055, S=Gujarat, SERIALNUMBER=D4A4B9BABC889AEC76033F967539EFC2CDB352032ABF150A7CEC8CF59DB8C87C, CN=ABIRA IDRIS MANSURIReason: I am the author of this documentLocation: Date: 2024.05.28 13:52:46+05'30'Foxit PDF Reader Version: 12.1.3

Abira Mansuri Company Secretary & Compliance Officer ACS 42410

Place: Ahmedabad Date: 29[TH] MAY, 2024

Registered office: 191, Shahwadi, Nr. Old Octroi Naka, Narol - Sarkhej Highway, Narol, Ahmedabad - 382 405 CIN: L17110GJ1988PLC010504

		Annexure A	Annexure A	Mr. Ankit N Mittal 10056094 Non-Executive- Independent Mr. Ankit N Mittal is a practicing Chartered Accountant. He is having 12+ Years of experience in field of Finance, Accountancy and Taxation. He is a invited Speaker at Various Professional Forum and have contributed various articles to Professional organizations. 28thFebruary, 1989,35 years 01stApril, 2024 B.COM ,FCA Finance, Accountancy and Taxation
	Name of the Non- Executive Independent **Director **	Mr. Hiten Parikh	Mr. Kandarp Trivedi	Mr. Ankit N Mittal
	DIN (Director Identification Number)	01686215	00314065	10056094
	Category	Non-Executive- Independent	Non-Executive- Independent	Non-Executive- Independent
	Brief profile of Director	Mr. Hiten M. Parikh is a practicing Chartered Accountant, Ph. D and qualified as IP with experience of of more than 37 years in the fields including Finance, Income Tax, Insolvency matters as well as on Company Law matters and on mergers and acquisition aspects as Practicing Chartered Accountant. He is also representing various clients before NCLT on Insolvency as Company Law matters. He is also representing before Commissioner of Income Tax-Appeals as well as before Income Tax Authorities on regular basis. He is also associated with various educational, social and professional organizations and giving his services as specialist on honorary basis	Mr. Kandarp Trivedi is a practicing Chartered Accountant, DISA, qualified as a certified Information systems Auditor(C.I.S.A) since past 20 years. He is having versatility in area of Debt financing from Banks /NBFCs/Financial institution ,Insurance planning and management, Investment planning and Information systems –planning and security management. He is also a empaneled faculty with ICAI for post qualification course on DISA and he is delivering lectures for the course since past 9 years.	Mr. Ankit N Mittal is a practicing Chartered Accountant. He is having 12+ Years of experience in field of Finance, Accountancy and Taxation. He is a invited Speaker at Various Professional Forum and have contributed various articles to Professional organizations.
	Date of Birth (Age in Years)	17thAugust, 1963, 60 years	4~~th~~January,1977,47 years	28thFebruary, 1989,35 years
	Date of First Appointment on the Board	01stApril, 2024	01stApril, 2024	01stApril, 2024
	Qualification	M.Com., LLB, FCA, Ph. D and qualified as IP	FCA,D.I.S.A,C.I.S.A	B.COM ,FCA
	Expertise in specific functional areas	Finance, Income Tax, Insolvency matters as well as on Company Law matters and on mergers and acquisition	He is having versatility in area of Debt financing from Banks /NBFCs/Financial institution,Insurance	Finance, Accountancy and Taxation

				Appointment for a period of five years from 01.04.02024 to 31.03.2029. He will receive sitting fee for attending the Board and CommitteeMeetings. Nil Nil Nil Nil He is not related to any KMP/Directors and promoters of the Company Nil N.A Refer Notice and Explanatory Statement
		aspects	planning and management, Investment planning and Information systems –planning and securitymanagement
	Terms and conditions of appointment along with details of remuneration to be paid	Appointment for a period of five years from 01.04.02024 to 31.03.2029. He will receive sitting fee for attending the Board and CommitteeMeetings.	Appointment for a period of five years from 01.04.02024 to 31.03.2029. He will receive sitting fee for attending the Board and CommitteeMeetings.	Appointment for a period of five years from 01.04.02024 to 31.03.2029. He will receive sitting fee for attending the Board and CommitteeMeetings.
	Remuneration last drawn by such person,ifapplicable	Nil	Nil	Nil
	*Directorships held in other Listed Companies	Nil	Asian Granito India Limited	Nil
	Listed entities from which the person has resigned in the past three years	Norris Medicines Limited	-	Nil
	**Membership Of Committees Of Other Public Companies	Norris Medicines Limited- 1. Stakeholder Relationship Committee- Chairman 2. Nomination And Remuneration Committee- Member	Asian Granito India Limited- 1.Audit Committee- Chairman 2.Nomination and Remuneration Committee-Member 3.Stakeholder Grievance Committee-Chairman	Nil
	Relationship between Directors of the Company inter-se	He is not related to any KMP/Directors and promoters of the Company	He is not related to any KMP/Directors and promoters of the Company	He is not related to any KMP/Directors and promoters of the Company
	Number of shares held in the Company	Nil	Nil	Nil
	No. of Meeting attended during the year (2023-24)	N.A	N.A	N.A
	The skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Refer Notice and Explanatory Statement	Refer Notice and Explanatory Statement	Refer Notice and Explanatory Statement