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BSE Code : 542484 | NSE Symbol : ARVINDFASN | ISIN : INE955V01021 | Industry : Trading |


Directors Reports

To

The Members,

Your Directors are pleased to present the Directors' Report of the Company together with the audited financial statements of the Company for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company's financial performances for the year under review along with previous year's figures are given hereunder:

RS in Crores

Standalone

Consolidated

Particulars

2024-2025 2023-2024 2024-2025 2023-2024
Revenue from operations (Net) 665.91 609.09 4619.84 4,259.12
Profit/(Loss) Before Interest, Depreciation, Tax & Exceptional 110.58 74.87 636.64 544.27
Items
Less: Finance Cost 21.44 19.50 155.80 144.18
Profit/(Loss) Before Depreciation, Tax & Exceptional Items 89.14 55.37 480.84 400.09
Less: Depreciation/Amortization 42.78 12.76 255.72 230.08
Profit/(Loss) before exceptional items & tax 46.36 42.61 225.12 170.01
Less: Exceptional items - 51.46 - 6.17
Profit/(Loss) before tax 46.36 (8.85) 225.12 163.84
Less: Current tax/Deferred tax 8.59 2.49 190.45 57.25

Profit/(Loss) after Tax from Continuing Operations

37.77 (11.34) 34.40 106.59
Profit/(Loss) Before Tax for the period from Discontinuing - - (1.42) 30.73
Operations
Tax Expense/(Credit) on Discontinuing Operations - - - 0.21

Profit/(Loss) after Tax from Discontinuing Operations

- - (1.42) 30.52

Net Profit/(Loss) for the period from Continuing Operations

37.77 (11.34) 32.98 137.11

and Discontinuing Operations

Add: Other Comprehensive Income

(0.06) (0.17) (1.36) (2.37)

Profit/(Loss) after Tax and OCI

37.71 (11.51) 31.62 134.74
Profit /(Loss) after tax carried over to Balance Sheet 37.71 (11.51) 31.62 134.74

2. PERFORMANCE REVIEW:

Arvind Fashions Limited (AFL) has demonstrated inflationary resilient performance, overcoming pressures and muted consumer demand environment during the year. The Company has continued its growth journey along with margin expansion. The Company maintained stable working capital days and improved inventory turnover, reflecting efficient supply chain management. concerted efforts to strengthen the balance sheet and improve operational efficiencies, the Company's

ROCE has increased to over 20% during the year.

The Company's focused interventions, like higher advertising, increased square foot expansion, superior customer experience, and product innovation, coupled with celebrity collab collections, have led to an acceleration of our retail channel growth. The Company had added gross 120 exclusive brand outlets in FY25 largely through the Franchise

Owned Franchise Operated (FOFO) model, bringing the total store count to 977, comprising ~11.94 lakh sq. ft as on March 31, 2025. The Company's premium brands, such as Tommy Hilfiger and Calvin Klein, continued to drive growth, supported by strategic collaborations and targeted marketing efforts.

The Company has positioned itself as a distinguished leader within India's casual and denim sectors, exemplifying a commitment to excellence in the lifestyle branded & apparel market. The Company is engaged in the comprehensive processes of designing, sourcing, marketing, and selling a wide-ranging portfolio of licensed & owned brands ready-to-wear apparel, footwear, innerwear, and accessories for a diverse audience, including men, women, and children.

The Company registered revenue from operations of RS 4,619.8 crores in FY 2025, compared to RS 4,259.1 crores in FY 2024, achieving an 8.5% growth despite a challenging environment. This growth was driven by a healthy retail like-for-like growth of 4% and a sharper focus on retail channel execution, leading to an improvement in the retail channel mix by over 300 basis points. Additionally, the Company's continued investments in adjacent categories such as kidswear and womenswear, as well as the online direct-to-consumer channel, contributed to this positive performance.

Other Income includes RS 7.6 crore of gain on reassessment of lease and RS 15.3 crore on account of interest income on financial of security deposit.

EBITDA, or Earnings Before Interest, Depreciation, Amortisation, and Taxes, was RS 637 crore for the Company, compared to RS 544.3 crore in FY 2024, reflecting a 17% year-over-year growth. EBITDA margins improved by 101 basis points, primarily driven by improvement in gross margins, higher full-price sell-through, and cost optimisation efforts. The Company remains focused on improving profitability in the future as well

On Standalone basis

Revenue Growth · The Company showed an increase in revenue growth, with revenue from operations by 9.33% from RS 609.09 Crores in FY 24 to RS 665.91 Crores in FY 25.

Profit/(Loss) After Tax (PAT) - The Profit after tax showed a growth from RS (11.34) Crores in FY 24 to

RS 32.98 Crores in FY 25.

3. MATERIAL EVENTS DURING THE YEAR UNDER

REVIEW

No material events took place during the year.

4. DIVIDEND

The Board of Directors have recommended a dividend of RS 1.60/- (One Rupee and sixty paise only) on fully paid up per equity share of RS 4 each, for the financial year ended on 31st March 2025.Dividend is subject to approval of the Members of the Company at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source. The dividend, if approved by the members, would involve a cash outflow of aboutRS 22 Crores.

In terms of the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Dividend Distribution Policy and the same is available on the Company's Website at https://www. arvindfashions.com/wp-content/uploads/2018/11/ AFL-Dividend-Distribution-Policy.pdf.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEENassets and fair value

MARCH 31, 2024, AND MAY 17, 2025 (DATE OF THE REPORT).

During March 31, 2025, and May 17, 2025, no material change and commitments have taken place which may affect the financial position occurred in the Company.

6. TRANSFER TO RESERVE

During the year under review, the Company has not transferred any amount to reserve.

7. SHARE CAPITAL

As on March 31, 2025, the authorised capital of the Company stands at RS 75,00,00,000 divided into 18,75,00,000 equity shares of RS 4 each. The paid-up equity share capital of the Company is RS 53,31,03,284 consisting of 13,32,75,821 fully paid equity shares of

RS 4 each and RS 49,378 consisting of 24,689 partly paid equity shares of RS 2 each.

During the year under review, the Company has allotted 3,16,050 Equity Shares of RS4 each to the eligible employees pursuant to the exercise of stock options granted in terms of the Employee Stock Option Scheme 2016 and Employee Stock Option Scheme 2022 of the Company.

The Company has not issued any Equity Shares with differential voting rights and Sweat Equity Shares during the year under review.

8. EMPLOYEE STOCK OPTION SCHEMES (ESOS)

The Company has instituted the Employees Stock Option Scheme (ESOS) 2016, 2018 and 2022 to grant equity-based incentives to certain eligible employees and directors of the Company and its subsidiary companies, i.e. in compliance with the

SEBI (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021, as amended from time to time (‘'SEBI ESOP Regulations'').

During the year under review, the Company has granted 90,000 stock options to eligible employees under ESOS 2022. Disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 were compiled at the time of grant. Disclosures with respect to stock options, as required under Regulation 14 of the SEBI ESOP Regulations are available on the Company's website www.arvindfashions.com/overview and also set out in Annexure - A to this report.

Certificate from the Secretarial Auditor of the Company, Mr. N. V. Kathiria, has been obtained confirming that the implementation of Employee

Stock Option Scheme is in accordance with the SEBI ESOP Regulations and the resolutions has been approved by the members regarding the Scheme.

9. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of provisions of Chapter V · Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. NON-CONVERTIBLE DEBENTURES

During the year ended 31st March 2025, the Company does not have any outstanding Non-Convertible Debentures.

During the year ended 31st March 2025, the Company has not issued/allotted any Non-Convertible Debentures

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's average net profits for the past three financial years are negative, hence, the Company was not required to undertake any CSR programs / projects for the financial year 2024-25. Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https://www. arvindfashions.com/wp-content/uploads/2024/09/ CSR-Policy.pdf

The Annual Report on CSR Activities for the year under review as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 in prescribed format is enclosed as an

Annexure-B.

14. CREDIT RATING

Your Company is rated by CARE Ratings Limited on its various long term and short term bank facilities availed from the banks.

On January 8, 2025, CARE Ratings Limited has reaffirmed the rating of CARE A, Stable / CARE A1.

15. HUMAN RESOURCES

At Arvind Fashions, we believe that our people are our most important asset. This year the focus has been on refreshing our People ambition focused on building systems & processes and promoting a progressive and winning culture that enables everyone at Arvind Fashions to be successful.

The Company has a vibrant workforce of over 7045 employees with an average age of 29 years and a gender diversitysignifies our effort to drive of 19%

Diversity, Equity and Inclusion in the organization.

Employee Engagement: At Arvind Fashions, the Employee Engagement Initiatives are focused on the holistic wellbeing. Employees have a platform to express their opinions, concerns and suggestions aimed to foster a culture of transparency, open communication and empowerment. Leaders connect with employees through Townhalls, Theme-based structured Focused Group Discussions and regular employee connects where they share key achievements, challenges and the way forward. Celebrations during festivals, wellness programs in focusing on physical well-being are on ongoing activity and a channel for employees to connect & collaborate. Our employees also pay it forward by participating in Blood Donation initiatives. Employees are rewarded for exemplary performance during the

Annual Brand / Function offsites.

Enhancing Capabilities through Arvind University:

To ensure we have the right people and skill base to deliver and achieve our vision, Learning and development as centre of excellence plays a pivotal role in cultivating a skilled, effective & capable workforce. With a coverage of 800 employees across 40 programs in the year, our programs are strategically aligned with the Brand & Function objectives through a thorough year-on-year Training Need identification process to meet the diverse needs across functional, behavioural and Leadership Programs. Some of the flagship programs includes Accelerate your leadership

Potential, Arvind management Essentials (AME), Six Sigma, Lateral Thinking and Mindfulness Leadership Program. These programs aim at cultivating a strong pool of managerial talent, fostering the upcoming generation of adept leaders who exemplify & drive the core values of the Arvind culture.

Talent Acquisition: The focus for Hiring Talent at Arvind Fashions centered on data-driven agility, digital experience enhancement and deepening strategic partnerships. These efforts aimed to further strengthen our ability to attract, engage and retain top talent in a competitive talent market as mentioned below.

• Predictive Hiring & Workforce Planning - Shift from reactive hiring to predictive, demand-based hiring using ATS analytics and business forecasting inputs.

• Reduce TAT and improved candidate experience. We introduced pre-joining engagement plan for all new hires ensuring 97% joining rates.

• Enabled real-time visibility for HRBPs and leadership.

• Elevated candidate on-boarding experience beyond the administrative.

Automated real-time document verification checklist tracking via Darwin Box integrations. efficiencylateral hiring Enhanced through performance-driven partnerships.

• Reduced average time-to-hire by 20% through automation and predictive planning.

Campus Initiatives: The Company introduced Business Summer Internship program here we hired interns from Top B-schools across the country.

The internship program was based on function-specific project framework aligned with real-time business challenges across brands, channels and formats ensuring every intern was mapped to a critical business priority to create tangible impact and measurable outcomes within 8·10 weeks.

• Rolled out a 3-stage evaluation process (Initial goal setting, Mid-review and Final presentation to Leadership).

• Ensured cross-functional feedback from project guides, HR mentors and reviewers for holistic performance assessment.

• Designed a clear PPO decision framework linked to business relevance, project outcomes and leadership feedback.

• Enhanced business contribution from projects, with multiple interns delivering implementable strategies.

Policies & Benefits: Our policies such as Flexi-time policy, Gender neutral policy, Equal Employment Opportunity policy, Paternity & Adoption policy, enhanced Cr?che Services along with our Professional Development initiatives and Internal career mobility ensures that an environment of empowerment, growth, safe workplace and engagement is created for all employees.

Arvind Care: Our safety and wellness initiative · goes beyond traditional benefits. for health, happiness and wellness of each of our employees. The key initiatives include free health check-ups, Doctor-on-Call, Helpline for counselling, Medical room with nursing facility and Gymnasium for employees. Apna Arvind is a comprehensive employee self-service platform which provides employees instant support on policies, payroll related services, learning and development, career progression and performance and wellness with the click of button.

16. STATEMENT CONCERNING DEVELOPMENT

AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY OF THE COMPANY

The Board has framed a policy to identify, assess, monitor and mitigate various identified risks associated with the key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Risk Management Policy is available on the Company's website at https://www. arvindfashions.com/wp-content/uploads/2019/03/ Risk-Management-Policy.pdf

The Board of Directors has formed a Risk Management Committee to oversee the risk management plan. As on March 31, 2025, the Committee comprises of the following Directors:

• Mr. Nagesh Pinge, Chairperson

• Mr. Shailesh Chaturvedi,

• Mr. Suresh Jayaraman,

• Mr. Nilesh Shah,

• Ms. Ananya Tripathi, members.

In the opinion of the Board, there are no risks that poses a threat to the existence of the Company.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate internal financial control with reference to the financial statements and dedicated Internal Auditor to ensure its adequacy. The scope and authority of the

Internal Auditor is well defined in the organisation.

To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operatingIt reflectsour concern systems, accounting procedures and policies of the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant observations and corrective actions suggested are presented to the Audit Committee of the Board.

The Statutory Auditor of the Company has also given an opinion that the Internal Financial Controls over Financial Reporting are adequate and are operating effectively at the end of the financial year.

18. VIGIL MECHANISM

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a vigil mechanism/Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns with the instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy within the Company.

The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company at https://www. arvindfashions.com/wp-content/uploads/2019/04/ Whistleblower-Policy.pdf

19. SUBSIDIARIES / CONTROLLED ENTITIES /

ASSOCIATES

As on March 31, 2025, the Company has following 3 subsidiary companies and 1 Controlled Entity Jointly Owned with PVH BV.

Subsidiaries-

• Arvind Lifestyle Brands Limited

Arvind Youth Brands Private Limited

• Value Fashion Retail Limited

Controlled Entity Jointly Owned with PVH BV-

• PVH Arvind Fashions Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a statement containing salient features of Financial Statements of Subsidiaries and controlled entities in Form AOC-1 is attached to the

Financial Statements. The separate audited financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered

Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited respect of each of the subsidiary are also available on the website of the Company at www.arvindfashions. com.

The Company has framed a policy for determining material subsidiaries, which has been uploaded on the Company's website at https://www. arvindfashions.com/wp-content/uploads/2025/02/ Policy-on-Material-Subsidiaries.pdf

20. CHANGE IN THE NATURE OF THE BUSINESS

There was no change in the nature of the business during the year under review.

21. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 11 (Eleven) members, comprising of 1 (one) Managing Director,

4 (four) Non-Executive Directors and 6 (six) Non-Executive Independent Directors.

As per the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Article of Association of the Company, Mr. Sanjaybhai

Shrenikbhai Lalbhai (DIN: 00008329) and Mr. Suresh Jayaraman (DIN: 03033110), shall retire by rotation at the ensuing Annual General Meeting and being eligible, shall offer themselves for re-appointment as the Directors of the Company.

Cessation:

Ms. Nithya Easwaran (DIN: 03605392), Non-Executive

Non-Independent Director, had resigned with effect from the close of business hours on September 23, 2024, from the directorship of the Company due to pre-occupation and other professional commitments.

disqualified NoneoftheDirectorsoftheCompanyare as per the provisions of Section 164 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Companies Act, 2013.

During the year under review, there were no changes in the Key Managerial Personnel of the Company. Therefore, as per the provisions of Section 203 of the Companies Act, 2013, Mr. Shailesh Shyam Chaturvedi as Managing Director & CEO, Mr. Girdhar

Kumar Chitlangia as Chief Financial Officer and Ms.

Lipi Jha as Company Secretary are the Key Managerial Personnel of the Company. statements in

22. BOARD EVALUATION

Pursuant to the provisions of Section 134(3) (p) of the Companies Act, 2013 read with the rules framed thereunder and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and that of its Committees and individual Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report which forms part of the Annual Report.

Further, to comply with Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors, which was held on February 27, 2025.

23. NOMINATION & REMUNERATION POLICY OF THE COMPANY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors, Key managerial personnel and Senior Management. The Policy also provides the criteria for determining qualifications, attributes and Independence of Directors and criteria for appointment and removal of Directors, Key managerial personnel/Senior Management and performance evaluation which are considered by the Nomination and remuneration Committee/Board of Directors. The Remuneration Policy is available on the Company's website at https://www.arvindfashions. com/wp-content/uploads/2019/05/Nomination-and-Remuneration-Policy.pdf

24. FAMILIARIZATION PROGRAMME FOR THE

INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme is explained in the Corporate Governance Report is also available on the Company's website at https://www.arvindfashions. com/wp-content/uploads/2024/04/Directors-Familiarization-Programs-2018-19-to-2023-24.pdf

25. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (listing Obligations and Disclosure Requirements) Regulation, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

26. BOARD/COMMITTEE MEETINGS HELD DURING

THE YEAR

During the year under review, thirty-three Board/ Committee meetings were held including four Board meetings, four Audit Committee meetings, one Nomination and Remuneration Committee meetings, one Stakeholders Relationship Committee meetings, two Risk Management Committee meetings, one Corporate Social Responsibility Committee meeting, one Independent Director meeting and nineteen Committee of Directors meetings. positive

27. COMMITTEES OF THE BOARD

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including composition, number of meetings held, attendance of members, etc. of such Committees, are set out to the Corporate Governance Report which forms a part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Audit Committee (“AC”) and Nomination and Remuneration Committee (“NRC”) was reconstituted by way of addition of Mr. Suresh Jayaraman and Mr. Govind Shrikhande as Member of the AC and NRC, respectively.

Composition of Audit Committee:

The Audit Committee consists of the following Members. i) Mr. Nagesh Pinge · Independent Director ii) Mr. Nilesh Shah · Independent Director iii) Ms. Ananya Tripathi · Independent Director iv) Mr. Suresh Jayaraman · Non-Executive Director

All the recommendations of the Audit Committee made during the year have been accepted by the Board.

Composition of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee consists of the following Members.

i) Mr. Nilesh Shah · Independent Director ii) Ms. Achal Bakeri · Independent Director iii) Mr. Suresh Jayaraman · Independent Director iv) Mr. Govind Shrikhande · Non-Executive Non-Independent Director

28. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby make the following Responsibility Statement as required by Section 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period.

c) The Directors sufficient have taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detectingmaterial fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls, . whichareadequateandareoperatingeffectively

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. RELATED PARTY TRANSACTIONS UNDER

SECTION 188 OF THE COMPANIES ACT, 2013

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations

122 and Disclosure Requirements) Regulations, 2015.

There aresignificant related party no materially transactions made by the Company with Promoters, Directors or Key Managerial Personnels etc. which may have potential conflict

Company at large, or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Policy on Related Party Transactions as approved by the Board is available on Company's website at https://www.arvindfashions.com/wp-content/ uploads/2025/02/Related-Party-Transaction-Policy. pdf

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

31. AUDITORS Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years at the Annual General

Meeting held on August 23, 2021. The Report given by the Auditors on the financial statements of the

Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section

204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s)or re-enactment(s) thereof, for the time being in force), the Audit Committee and the Board of Directors at their respective meetings held on 17th May 2025 have approved and recommended for approval of Members, appointment of M/s. N.V. Kathiria & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for a term of 5 (Five) consecutive years, to hold office from financial year 2025-26 till financial year 2029-30.

Accordingly, a Resolution seeking Member's approval is included at Item No.6 of the notice convening the Annual General Meeting.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

The Secretarial Audit Report for the financial year ended 31st March 2025, pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as “Annexure-C”. The Secretarial audit report does not contain any qualifications, reservations or adverse remarks.

32. ENHANCING SHAREHOLDER'S VALUE

The Company believes that its Members are its most important stakeholders. Accordingly, the Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. The Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact on the socio-economic and environmental dimensions and contribute to sustainable growth and development.

33. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

REPORT

The Corporate Governance Report , together with the Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated in Schedule V of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Annual Report.

A separate section on Management Discussion and Analysis Report (MDA) is included in the Annual Report as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2025, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

36. INFORMATION ON CONSERVATION OF

ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO i) Conservation of Energy

The Company is making efforts to achieve energy efficiency and increase themix of renewable energy within the operations.

a) Energy Efficiency

The Company has a ‘Combat Climate Change' as a sustainability pillar, where the Company has shifted from conventional lights to LED lights in the stores and in the warehouses and the Company has installed motion sensor LED lights for energy management within its warehouse operations.

Energy Efficiency: LED lights are proven to consume significantly 50% less energy than traditional tube lights, leading to immediate reductions in electricity bills.

Cost Savings: The longer lifespan and lower maintenance requirements of LED lights result in reduced maintenance and replacement costs over time.

Enhanced Lighting Quality: The switch to LED lighting has led to improved lighting quality, offering better visibility and creating a more comfortable environment for employees and visitors.

Environmental Contribution: By reducing energy consumption and minimizing the need for replacements, this project contributes to our sustainability goals and reduces our carbon footprint.

The Company has installed motion sensor LED lights for energy management within its warehouse operations in FY 25 that indicated a reduction potential of 5%-8% in the energy demand. The same is being evaluated and implemented for upcoming new warehouses as well. Arvind Fashions state of the art warehouse facility at Hoskote, Karnataka is currently undertaking the procedures of Green Building

Certification that further represents Arvind's commitment to contribute towards reducing Green House Gas emission.

The Company is also working on SOPs to achieve behavioural based energy efficiency within the operations.

b) Renewable energy

We have signed an agreement with wheel solar power from an independent power producer in

FY 19 for a period of 9 years expected to cover

80-95% of the energy demand at the corporate office. We have a potential of mitigating ~1,030 tons of carbon dioxide on an annual basis.

Company is exploring the potential of shifting its warehouses to renewable energy in the near future. The preliminary survey for the installation of rooftop solar panels is conducted by the external agencies.

Company is also engaging with its vendor partners to enable their transition to renewable energy thereby reducing the overall carbon footprint of its products.

ii) Absorption of technology

The Company has not absorbed any technology.

iii) Foreign Exchange Earnings and Outgo

RS in Crores

Particulars

2024-25 2023 24
Earning in Foreign Currency 20.33 16.35
Expenditure in Foreign 43.88 404.90
Currency

37. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return is available on Company's website at https:// www.arvindfashions.com/corporate-governance/

38. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

Further as per second proviso to Section 136(1) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard at investor. relations@arvindfashions.com.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - D to this report.

39. DISCLOSURE AS PER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

At Arvind Fashions, we are unequivocal in our commitment to provide a safe, inclusive and respectful workplace for all. We maintain a zero-tolerance policy towards any form of sexual harassment and have adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Arvind Fashions Internal Complaint Committee (ICC) functions independently and with full authority. Its presence and mandates are clearly communicated across the organization and all committee members are formally trained to manage proceedings with sensitivity, fairness and procedural rigour. Regular sessions are also conducted to build awareness and reinforce behavioural expectations across teams.

For the financial year 2024-25,one complaint was filed which was disposed off by taking appropriate action.

40. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review.

i. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

ii. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director/Whole Time Director of the Company.

iii. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section67(3)(c) of the Companies Act, 2013).

iv. Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

v. One-time settlement of loan obtained from the banks or financial institutions.

41. ACKNOWLEDGEMENT

The Board expresses its sincere thanks to all the employees, customers, suppliers, investors, lenders, regulatory and government authorities and stock exchanges for their cooperation and support and look forward to their continued support in future.

For and on behalf of the Board of
Arvind Fashions Limited
Sd/- Sd/-

Sanjay Lalbhai

Shailesh Chaturvedi
Chairman & Director Managing Director & CEO
DIN: 00008329 DIN: 03023079
Place: Ahmedabad Place: Bangalore
Date: 17/05/2025 Date: 17/05/2025

   

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