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 |