Meeting Details

The 11th Annual General Meeting of Arvind Fashions Limited was held on Wednesday, August 19, 2026, at 2:30 PM through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The meeting was conducted virtually in accordance with MCA circulars (Nos. 14/2020, 17/2020, 20/2020, 02/2021, 02/2022, 10/2022, 09/2023, 09/2024, and latest amended by General Circular No. 03/2025 dated September 22, 2025) and SEBI circulars (dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023, and October 3, 2024).

Proposed Resolutions and Implications

The AGM considered seven resolutions:

1. Ordinary Resolution: Adoption of Audited Standalone Financial Statements for FY ended March 31, 2026, and Reports of Board of Directors and Auditors

2. Ordinary Resolution: Adoption of Audited Consolidated Financial Statements for FY ended March 31, 2026, and Reports of Auditors

3. Ordinary Resolution: Declaration of Dividend of ₹1.60 per fully paid-up equity share of ₹4 each for FY ended March 31, 2026

4. Ordinary Resolution: Reappointment of Mr. Kulin Sanjay Lalbhai (DIN: 05206878) as director who retires by rotation

5. Ordinary Resolution: Reappointment of Mr. Punit Sanjay Lalbhai (DIN: 05125502) as director who retires by rotation

6. Ordinary Resolution: Reappointment of Statutory Auditors for 5 years from FY 2026-27 to FY 2030-31 and authorization to Board to fix their remuneration

7. Special Resolution: Approval of payment of Commission to Non-Executive Directors

Voting Process and Methods

The voting process was conducted through:

  • Remote e-voting period: August 16, 2026 (9:00 AM) to August 18, 2026 (5:00 PM)
  • E-voting at AGM: Kept open for 15 minutes after conclusion of AGM
  • Cut-off date for voting rights: August 12, 2026
  • National Securities Depository Limited provided the e-voting facilities
  • Separate voting for fully-paid shares (EVEN 140409) and partly-paid shares (EVEN 140502)
  • No votes were cast by shareholders holding partly-paid shares

Key Voting Outcomes

Overall Participation

  • Total number of shareholders on record date: 176,314
  • Total outstanding shares: 133,642,192
  • 85 public shareholders attended through video conferencing
  • No promoters or promoter group members attended physically or through proxy

Resolution-wise Results:

Resolution 1 (Ordinary - Financial Statements)

  • Total votes cast: 86,484,205 (64.7134% of outstanding shares)
  • Votes in favor: 86,484,205 (99.9998%)
  • Votes against: 205 (0.0002%)
  • Status: Passed

Resolution 2 (Ordinary - Consolidated Financial Statements)

  • Total votes cast: 86,484,206 (64.7134% of outstanding shares)
  • Votes in favor: 86,484,206 (99.9998%)
  • Votes against: 214 (0.0002%)
  • Status: Passed

Resolution 3 (Ordinary - Dividend Declaration)

  • Total votes cast: 92,637,854 (69.319% of outstanding shares)
  • Votes in favor: 92,637,854 (99.9983%)
  • Votes against: 1,579 (0.0017%)
  • Status: Passed

Resolution 4 (Ordinary - Director Reappointment: Kulin Lalbhai)

  • Total votes cast: 89,268,138 (66.798% of outstanding shares)
  • Votes in favor: 89,268,138 (96.3608%)
  • Votes against: 3,371,295 (3.6392%)
  • Status: Passed

Resolution 5 (Ordinary - Director Reappointment: Punit Lalbhai)

  • Total votes cast: 91,908,789 (68.768% of outstanding shares)
  • Votes in favor: 91,908,789 (99.2113%)
  • Votes against: 730,644 (0.7887%)
  • Status: Passed

Resolution 6 (Ordinary - Auditor Reappointment)

  • Total votes cast: 88,997,831 (66.591% of outstanding shares)
  • Votes in favor: 88,997,831 (96.0691%)
  • Votes against: 3,641,602 (3.9309%)
  • Status: Passed

Resolution 7 (Special - Commission to Non-Executive Directors)

  • Total votes cast: 92,637,342 (69.319% of outstanding shares)
  • Votes in favor: 92,637,342 (99.9977%)
  • Votes against: 2,091 (0.0023%)
  • Status: Passed

Category-wise Voting Breakdown:

Promoter and Promoter Group

  • Shares held: 46,907,667
  • Participation rate: 99.9999% across resolutions
  • Voted 100% in favor on all resolutions where not interested

Public Institutions

  • Shares held: 50,803,066
  • Participation rate: 70.874% to 82.9895% across resolutions
  • Voted predominantly in favor, with notable opposition on director reappointments (7.9956% against Kulin Lalbhai, 1.7324% against Punit Lalbhai)

Public Non-Institutions

  • Shares held: 35,931,459
  • Participation rate: 9.9373% across resolutions
  • Voted overwhelmingly in favor (99.94-100%) on most resolutions

Scrutinizer's Role and Findings

Hitesh Buch & Associates (Company Secretaries) were appointed as Scrutinizer for the remote e-voting and e-voting at the AGM. Their responsibilities included:

  • Ensuring fair and transparent voting process
  • Submitting report based on electronic data from e-voting system
  • Unblocking votes after conclusion of AGM at 3:15 PM on August 19, 2026
  • Identifying and excluding 3,634,019 invalid votes from public institutions for want of authorization
  • Confirming no votes were cast by partly-paid shareholders

Compliance Confirmation

The scrutinizer confirmed that the voting process complied with:

  • Companies Act, 2013 and Rules made thereunder
  • MCA Circulars for General Meetings
  • SEBI Circulars for General Meetings
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Additional Information

  • The electronic record/data was sent to the Company Secretary for record
  • Votes abstained were not considered in the voting results
  • All resolutions were passed with required majorities