Directors Report of Arvind Fashions Ltd.

Mar 31, 2025

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:

Particulars	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 Items	110.58	74.87	636.64	544.27
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 Operations	-	-	(1.42)	30.73
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 and Discontinuing Operations	37.77	(11.34)	32.98	137.11
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
a resilient performance, overcoming inflationary
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. With
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 '' 4,619.8 crores in FY 2025, compared to '' 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 '' 7.6 crore of gain on
reassessment of lease and '' 15.3 crore on account
of interest income on financial assets and fair value
of security deposit.

EBITDA, or Earnings Before Interest, Depreciation,
Amortisation, and Taxes, was '' 637 crore for the
Company, compared to '' 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 '' 609.09 Crores in FY 24 to '' 665.91
Crores in FY 25.

Profit/(Loss) After Tax (PAT) - The Profit after tax
showed a growth from '' (11.34) Crores in FY 24 to
'' 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 '' 1.60/- (One Rupee and sixty paise only)
on fully paid up per equity share of '' 4 each, for the
financial year ended on 31^st 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 about '' 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 BETWEEN
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 '' 75,00,00,000 divided into
18,75,00,000 equity shares of '' 4 each. The paid-up
equity share capital of the Company is '' 53,31,03,284
consisting of 13,32,75,821 fully paid equity shares of
'' 4 each and '' 49,378 consisting of 24,689 partly paid
equity shares of '' 2 each.

During the year under review, the Company has
allotted 3,16,050 Equity Shares of ''4 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 31^st March 2025, the
Company does not have any outstanding NonÂ¬
Convertible Debentures.

During the year ended 31^st March 2025, the
Company has not issued/allotted any NonÂ¬
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 diversity of 19% signifies our effort to drive
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
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.

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

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

â¢ Enabled real-time visibility for HRBPs
and leadership.

â¢ Elevated candidate on-boarding experience
beyond the administrative.

â¢ Automated real-time document verification and
checklist tracking via Darwin Box integrations.

â¢ Enhanced efficiency in lateral hiring through
performance-driven partnerships.

â¢ 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.

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

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

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

â¢ 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 Creche 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. It reflects our concern
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:

â¢ Mr. Nagesh Pinge, Chairperson

â¢ Mr. Shailesh Chaturvedi,

â¢ Mr. Suresh layaraman.

â¢ Mr. Nilesh Shah,

â¢ 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 operating 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 audit
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-

â¢ Arvind Lifestyle Brands Limited

â¢ Arvind Youth Brands Private Limited

â¢ Value Fashion Retail Limited

Controlled Entity Jointly Owned with PVH BV-

â¢ 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 financial statements in
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) NonÂ¬
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.

None of the Directors of the Company are disqualified
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.

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, positive
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.

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 NonÂ¬
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 31^st 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 have taken proper and sufficient
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 detecting 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,
which are adequate and are operating effectively.

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

and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party
transactions made by the Company with Promoters,
Directors or Key Managerial Personnels etc. which
may have potential conflict with the interest of the
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 material orders passed
by the Regulators/Courts which would impact
the going concern status of the Company and its
future operations.

31. AUDITORS

â¢ 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.

â¢ 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 17^th 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 31^st 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 the mix 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.

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

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

â¢ 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.

â¢ 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

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

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.
[email protected].

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

Mar 31, 2024

The 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 31,2024.

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
Particulars	Standalone		Consolidated*
Particulars	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operations (Net)	609.09	740.57	4,259.12	4,069.49
Profit/(Loss) Before Interest, Depreciation, Tax & Exceptional Items	74.87	40.18	544.27	473.35
Less: Finance Cost	19.50	15.52	144.18	120.97
Profit/(Loss) Before Depreciation, Tax & Exceptional Items	55.37	24.66	400.09	352.38
Less: Depreciation/Amortization	12.76	14.56	230.08	203.07
Profit/(Loss) before exceptional items & tax	42.61	10.10	170.01	149.31
Less: Exceptional items	51.46	-	6.17	-
Profit/(Loss) before tax	(8.85)	10.10	163.84	149.31
Less: Current tax/Deferred tax	2.49	0.24	57.25	40.06
Profit/(Loss) after Tax from Continuing Operations	(11.34)	9.86	106.59	109.25
Profit/(Loss) Before Tax for the period from Discontinuing Operations	-	-	30.73	(22.24)
Tax Expense/(Credit) on Discontinuing Operations	-	-	0.21	0.05
Profit/(Loss) after Tax from Discontinuing Operations	-	-	30.52	(22.29)
Net Profit/(Loss) for the period from Continuing Operations and Discontinuing Operations	(11.34)	9.86	137.11	86.96
Add: Other Comprehensive Income	(0.17)	(0.44)	(2.37)	(0.76)
Profit/(Loss) after Tax and OCI	(11.51)	9.42	134.74	86.20
Profit /(Loss) after tax carried over to Balance Sheet	(11.51)	9.42	134.74	86.20
*Previous year figure of consolidated financials are reinstated.

2. PERFORMANCE REVIEW:

Despite muted market conditions, our Company has continued its journey of profitable growth, reaffirming the strength of our brands and the effectiveness of our business strategy. We remain focused on expanding the retail footprint across brands and entering Tier II and III cities in India, where significant potential remains untapped, while also accelerating growth in the online direct-to-consumer channel. Across our brands, premiumization is a core theme. Expansion into adjacent categories such as women''s wear, kids'' wear, innerwear, footwear, and

accessories also provides multiple growth levers for our brands.

FY 2024 has been a differentiated year for AFL and our sharper focus and execution across channels, combined with product innovation and tighter control over costs, continued to yield positive results.

Our revenue stood at '' 4,259 Crores, reflecting a year-on-year increase of ~5%. The share of retail channel grew by nearly 3%, with growth in the early teens, while our online B2B channel saw a sharp decline as we strategically de-stocked to ensure a healthy and

controlled consumer experience, emphasizing tighter control on discounting.

Even as we continued to make substantial investments in marketing to keep our brands salient, our EBITDA reached ''544 Crores, a 15% increase from the previous year. This success is attributed to sourcing efficiency, high full-price sell-thru, reduced discounting, and a favorable channel mix. EBITDA margins stood at 12.8%, representing a 120 basis point improvement driven by higher gross margin and operational cost efficiencies.

A significant achievement has been the robust improvement in our return on capital employed, an increase of 400 basis points to over 16%. Over the past year, we have implemented multiple strategic interventions and initiatives to enhance this metric. We remain confident in our trajectory towards realizing even higher returns on capital employed in the near term.

The Company continued to expand its retail footprint and accelerated its store expansion strategy by opening 146 Exclusive Brand Outlets (EBOs), increasing our total EBO count to 931 stores.

On Standalone basis

Revenue Growth - The Company showed a marginal decline in revenue growth, with revenue from operations decreasing by 17.75% from '' 740.57 Crores in FY 23 to '' 609.09 Crores in FY 24.

Profit/(Loss) After Tax (PAT) - The Profit after tax showed a slight decrease of 15.01 % from '' 9.86 Crores in FY 23 to '' (11.34) Crores in FY 24.

On Consolidated basis

Consolidated Performance - The Company''s consolidated financial performance across its operations also improved substantially. Consolidated revenue from operations (Net) grew by 4.66% rising from '' 4,069.49 Crores in FY 23 to '' 4,259.12 Crores in FY 24.

Consolidated PAT - The consolidated profit after tax demonstrated remarkable growth of 57.67% increasing from of '' 86.96 Crores in FY 23 to profit of '' 137.11 Crores in FY 24.

3. MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

Sale of Entire Equity stake in wholly owned subsidiary:

The Company had entered into a Share Purchase Agreement dated November 3, 2023 with Reliance Beauty & Personal Care Limited, a wholly owned subsidiary of Reliance Retail Ventures Limited (the "Acquirer") to sell and transfer the entire equity stake held by it in its wholly owned subsidiary "Arvind Beauty Brands Retail Limited". The said wholly owned subsidiary of the Company was engaged in marketing, distribution and retail of beauty products under the brand name "Sephora" in India. Consequently, "Arvind Beauty Brands Retail Limited" ceased to be the subsidiary of the Company.

4. DIVIDEND

Based on the Company''s performance and in line with Dividend Distribution Policy, the Board of Directors in its meeting held on May 21, 2024 recommended a final dividend at the rate of 31.25% on equity shares for the financial year ended March 31, 2024. This will translate to '' 1.25 per equity share of '' 4 each. The dividend shall be subject to approval by the Members of the Company in the ensuing Annual General Meeting.

Due to changes in the Income-tax Act, 1961, introduced by Finance Act, 2020, dividend distributed by the Company are now taxable in the hands of the shareholders. The Company shall deduct applicable tax at source before paying out the dividend.

The Register of Members and Share Transfer Books of the Company will remain closed from August 10, 2024 to August 19, 2024 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2024.

The dividend, if declared by the members, would involve a cash outflow of about '' 16.65 Crores.

5. DIVIDEND DISTRIBUTION POLICY

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.

6. BOARD MEETINGS HELD DURING THE YEAR

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

7. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors hereby make the following Responsibility Statement as required by Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 have taken proper and sufficient 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 detecting 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, which are adequate and are operating effectively.

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.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the Secretarial Auditor of the Company.

9. 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.

10. 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 and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnels etc. which may have potential conflict with the interest of the 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 the Company''s website at https://www.arvindfashions.com/wp-content/ uploads/2018/11/AFL-RPT-Policy.pdf

11. 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/

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2024 AND MAY 21, 2024 (DATE OF THE REPORT)

During March 31, 2024 and May 21, 2024 no material change and commitments have taken place which may affect the financial position occurred in the company.

13. 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 the mix 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.

â¢ Utilization of Solar Energy for Corporate office through PPA: Our corporate office is utilizing 14lacs solar units every year through power purchase agreement, leading to reduction of 1190 metric tonnes of GHG emissions through utilization of renewable energy.

â¢ Installation of IOTs in the warehouse: The Company has installed IOTs in the warehouse lighting, where the lights will be turned off in no use condition, leading to saving of 30% of electricity through consumption using motion sensors lights.

â¢ Energy Efficiency: LED lights are proven to consume significantly 50% less energy

than traditional tube lights, leading to immediate reductions in electricity bills.

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

â¢ 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.

â¢ 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 24 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

''in Crores
	2023-24	2022 - 23
Earning in Foreign Currency	16.35	13.55
Expenditure in Foreign Currency	404.90	415.68

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 5, 2024 CARE Ratings Limited has upgraded and revised the rating from CARE A-, Positive / CARE A2 to CARE A, Stable / CARE A1.

15. 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 Remuneration Policy is available on the Company''s website at https://www. arvindfashions.com/wp-content/uploads/2019/05/ Nomination-and-Remuneration-Policy.pdf

The policy includes, inter-alia, the criteria for the appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

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, 2024, the Committee comprises of the following Directors: Â¦

â¢ Mr. Suresh Jayaraman, Chairperson

â¢ Mr. Shailesh Chaturvedi,

â¢ Mr. Nagesh Pinge,

â¢ Mr. Nilesh Shah,

â¢ Ms. Ananya Tripathi and

â¢ Ms. Nithya Easwaran, Members

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

17. 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 2023-24. Your Company has a Corporate Social Responsibility Policy which is uploaded on the website of the Company at https://www.arvindfashions.com/wp-content/ uploads/2018/11/AFL-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-A.

18. 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 March 26, 2024.

19. CHANGE IN THE NATURE OF THE BUSINESS

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

20. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 12 (Twelve) members, comprising of 1 (one) Managing Director, 5 (five) Non-Executive Directors and 6 (six) NonExecutive 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. Punit Sanjay Lalbhai (DIN: 05125502) and Mr. Kulin Sanjay Lalbhai (DIN: 05206878), 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.

During the year under review, the Board of Director''s, on the recommendation of the Nomination and Remuneration Committee, through circular resolution passed on October 9, 2023, approved and recommended to the shareholders for their approval of the appointment of Mr. Govind Shridhar Shrikhande (DIN: 00029419) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of 5 (five) consecutive years with effect from October 09, 2023. The Company received the approval of the Members of the Company on December 20, 2023 through Postal Ballot for his appointment as an Independent Director of the Company effective from October 09, 2023.

Mr. Vallabh Roopchand Bhanshali (DIN: 00184775) upon completion of his tenure, ceased to be an Independent Director of the Company with effect from October 09, 2023.

Further, the re-appointment of Mr. Nagesh Dinkar Pinge (DIN: 00062900) and Mr. Achal Anil Bakeri (DIN: 00397573) as Independent Directors, not liable to

retire by rotation, to hold office for another term of 5 (Five) consecutive years with effect from October 10, 2023 were approved by the Shareholders of your Company in the Annual General Meeting held on September 12, 2023.

The Independent Directors have submitted their declaration confirming that each of them meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, in accordance with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties as Independent Directors of the Company. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Company''s Policy of the Code of Conduct for Directors and Senior Management Personnel.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Companies Act, 2013 read with Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are eligible & independent of the management.

None of the Directors of the Company are disqualified 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.

21. DISCLOSURE UNDER SECTION 67(3)(C) OF THE COMPANIES ACT, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of the voting rights not exercised directly by the employees of the Company, as the provisions of the said section are not applicable.

22. AUDITORS Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) were appointed as the Statutory Auditors of your 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.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. N. V. Kathiria & Associates, Company Secretary in Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report (in Form MR-3) of the Company and its material Subsidiary Company is enclosed as an Annexure-B to this Report. The report of Secretarial Auditor is selfexplanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 and therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Companies Act, 2013.

24. 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.

25. SUBSIDIARIES / CONTROLLED ENTITIES / ASSOCIATES

As on March 31, 2024, the Company has following 3 subsidiary companies and 1 Controlled Entity Jointly Owned with PVH BV.

Subsidiaries

â¢ Arvind Lifestyle Brands Limited

â¢ Arvind Youth Brands Private Limited

â¢ Value Fashion Retail Limited

Controlled Entity Jointly Owned with PVH BV

â¢ PVH Arvind Fashions Private Limited

During the year under review, Arvind Beauty Brands Retail Limited ceased to be the wholly owned subsidiary of the Company on account of sale and transfer of the entire equity stake held by the Company in Arvind Beauty Brands Retail Limited to Reliance Beauty & Personal Care Limited, effective from November 3, 2023.

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 financial statements in 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/2018/11/AFL-Policy-on-Material-Subsidiaries.pdf

26. 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.

27. 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.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

29. INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate internal financial controls 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 operating 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 audit 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.

30. COMMITTEES OF THE BOARD

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 Stakeholders Relationship Committee ("SRC") was reconstituted by way of addition of Mr. Govind Shrikhande as Member of the SRC.

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) Ms. Nithya Easwaran - Non-Executive Director

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

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF" or "Fund") established by the Central Government, after completion of 7 (seven) years from the date the dividend is transferred to unpaid/unclaimed account. Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year, the Company is not obligated to transfer any unpaid or unclaimed dividend amounts or shares for which the dividend has not been claimed or paid for a continuous period of 7 (seven) years or more to the IEPF.

32. SHARE CAPITAL

As on March 31, 2024, the authorised capital of the Company stands at '' 75,00,00,000 divided into 18,75,00,000 equity shares of '' 4 each. The paid-up equity share capital of the Company is '' 53,18,39,084 consisting of 13,29,59,771 fully paid equity shares of '' 4 each and '' 49,378 consisting of 24,689 partly paid equity shares of '' 2 each.

During the year under review, the Company has allotted 1,58,800 equity shares under ESOP scheme of the company.

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

33. 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 1,99,000 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 complied 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 - C 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.

34. 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

35. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

I n 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 and is also available on the Company''s website at https://www. arvindfashions.com/wp-content/uploads/2018/11/ AFL-Familiarisation-Programs-of-Independent-Directors.pdf

36. 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

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the year ended March 31, 2024 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

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. [email protected].

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 (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

and the rules framed thereunder. The Company has also formed Internal Complaint Committee and the Committee members are experts in handling the investigations and proceedings as defined in the policy.

During the financial year 2023-24, no complaints were filed.

40. HUMAN RESOURCES

At Arvind Fashions, we believe that our people are our most important asset. The Company employs over 6,445 individuals with an average age of 29 and a gender diversity rate of 17%. This year, the Company focused on enhancing work quality and business ease by building collaborative and progressive systems and processes.

Known for its quality work environment, autonomy, growth opportunities, and support, the Company attracts top talent across the country. DEI (Diversity, Equity, and Inclusion) initiatives are central to the Company''s culture, promoting diverse backgrounds, fair treatment, and a supportive environment for all.

Employee engagement is prioritized through initiatives like "Arvind Voice" and exit surveys, fostering transparency and empowerment. Leaders connect with employees via town halls and engagement programs to share achievements and future plans. The Company recognizes outstanding performance with Retail, Value, and Spotlight awards.

Arvind University, the Company''s learning and development centre, ensures continuous employee growth and skill enhancement, aligning programs with business objectives to address skill gaps and stay agile in the evolving retail landscape.

Progressive policies like Flexi-time, Gender Neutral, Equal Employment Opportunity, Paternity & Adoption, and Creche Services, along with professional development and career mobility opportunities, foster an environment of empowerment and engagement. Arvind Care, the Company''s safety and wellness initiative, reflects a commitment to employee health and happiness, offering free health

check-ups, Doctor-on-Call services, medical facilities, and a gym.

The Company remains dedicated to nurturing a workforce that thrives both personally and professionally, driving the sustained success and growth of the organization.

41. ACKNOWLEDGEMENT

The Directors wish to express their appreciation for the continued support of bankers, financial institutions, customers, and various Government agencies. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

Mar 31, 2023

The Directors are pleased to present the Directorsâ Report of the Company together with the audited financial statements of the Company for the financial year ended March 31, 2023.

1. Financial Highlights

The Companyâs financial performances for the year under review along with previous yearâs figures are given hereunder:

[Rs. in Crores]
Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations (Net)	740.57	514.01	4,421.08	3056.04
Profit/(Loss) Before Interest, Depreciation, Tax & Exceptional Items	40.18	39.31	505.14	247.04
Less: Finance Cost	15.52	12.36	138.38	123.92
Profit/(Loss) Before Depreciation, Tax & Exceptional Items	24.66	26.95	366.76	123.12
Less: Depreciation/Amortization	14.56	18.07	238.73	233.00
Profit/(Loss) before exceptional items & tax	10.10	8.88	128.03	(109.88)
Less: Exceptional items	-	-		-
Profit/(Loss) before tax	10.10	8.88	128.03	(109.88)
Less: Current tax/Deferred tax	0.24	1.44	40.11	⁽5⁸⁰⁾
Profit/(Loss) after Tax from Continuing Operations	9.86	7.44	87.92	(104.08)
Profit/(Loss) Before Tax for the period from Discontinuing Operations	-	-	(0.96)	(132.62)
Tax Expense/(Credit) on Discontinuing Operations	-	-	-	-
Profit/(Loss) after Tax from Discontinuing Operations	-	-	(0.96)	(236.70)
Net Profit/(Loss) for the period from Continuing Operations and Discontinuing Operations	9.86	7.44	86.96	(236.70)
Add: Other Comprehensive Income	(0.44)	(0.43)	(0.76)	(0.43)
Profit/(Loss) after Tax and OCI	9.42	7.01	86.2	(237.13)
Profit /(Loss) after tax carried over to Balance Sheet	9.42	7.01	86.2	(237.13)

2. Performance Review:

During the period under review, the Companyâs financial performance improved significantly from Financial Year 21-22 to Financial Year 22-23, with a notable growth in revenue, profit after tax and total comprehensive income. After a gap of two long years, Financial Year 22-23 was a stable year without any external environment led disruptions and as a result, the Company further strengthened its position as a leading casual and denim player in the industry.

The Company further built on its strength of having multi-channel mix including exclusive brand outlets (EBOs), department stores, multi-brand outlets (MBOs), online and others. Most of the newly opened stores are omni-connected, thereby helping in controlling the end-customer experience along with optimizing discounts and gaining insights into consumer choices

On Standalone basis

Revenue Growth - The Company achieved strong revenue growth, with revenue from operations increasing by 44% from '' 514.01 Crores in FY 22 to '' 740.57 Crores in FY 23.

Profit After Tax (PAT) - The Profit after tax experienced a significant increase of 32.5 % growing from '' 7.44 Crores in FY 22 to '' 9.86 Crores in FY 23.

On Consolidated basis

Consolidated Performance - The Companyâs consolidated financial performance across its operations also improved substantially. Consolidated revenue from operations (Net) grew by 44.6% rising from '' 3,056.04 Crores in FY 22 to '' 4,421.08 Crores in FY 23.

Consolidated PAT - The consolidated profit after tax

demonstrated remarkable growth of 136% increasing from loss of ''236.70 crores in FY 22 to profit of '' 86.96 crores in FY 23.

The Company continued to expand its retail footprint and accelerated its store expansion strategy by opening -180 stores during the year

3. Material Events during the year under review

â¢ Update on receipt of call money in the first and final call made during the financial year 2022-23:

The Company had issued 1,48,02,856 Equity Shares and allotted 14,801,776 Equity Shares of '' 4 each of the Company on rights basis in the ratio of 3 equity share for every 20 equity shares held, to eligible equity shareholders of the Company at an issue price of '' 135/- per Equity Share (including premium of '' 131 per Rights Equity Share) for an aggregate amount up to '' 199.84 crores. An amount equivalent to 51.85% of the issue price viz. '' 70 per equity share was received on application i.e. '' 103.61 Crores.

During the year under review the company has sent Reminder 3 to pay First & Final call money of '' 65 to the partly paid up shares held by the members. The company has received '' 65 against 26,176 partly paid up shares. Total fund raised by the Company as on date from this right issue is '' 199.66 crores.

The funds raised by the Company through aforesaid Rights Issue, have been utilised for the objects stated in the Letter of Offer, dated February 19, 2021, towards repayment of certain borrowings of the Company and its wholly owned subsidiary and for General Corporate purpose.

4. Dividend

Based on the Companyâs performance, the Board of Directors of your Company has recommended a dividend at the rate of 25% on equity shares for the financial year ended March 31, 2023. This translates to '' 1 per equity share of '' 4 each. The dividend shall be subject to approval of the Members.

The dividend will be applicable to a total of 13,28,00,971 equity shares, each having a face value of '' 4 each.

Due to changes in the Income-tax Act, 1961, introduced by Finance Act, 2020, dividend distributed by the Company are now taxable in the hands on the shareholders. The Company will deduct applicable tax at source before paying out the dividend.

The Register of Members and Share Transfer Books of the Company will remain closed from 2nd September 2023 to 12th September 2023 (both days inclusive) for the purpose of payment of dividend for the financial year ended March 31, 2023.

If approved by the shareholders, the total dividend pay-out for the financial year 2022-23 would amount to '' 13.28 crores.

5. Dividend Distribution Policy

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 Companyâs Website at https://www.arvindfashions.com/wp-content/uploads/2018/11/AFL-Dividend-Distribution-Policy.pdf. Based on the Companyâs

performance, the Directors of your Company recommend a dividend of '' 1 per share of '' 4 each, subject to the approval of the Members.

6. Board Meetings held during the year

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

7. Directorsâ Responsibility Statement

The Directors hereby make the following Responsibility Statement as required by Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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 have taken proper and sufficient 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 detecting 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, which are adequate and are operating effectively.

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.

8. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the Secretarial Auditor of the Company.

9. 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.

10. Related Party Transactions under Section 188 of the Companies Act, 2013

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant

''in Crores
Particulars	2022-2023	2021-2022
Earning in Foreign Currency	1355	11.42
Expenditure in Foreign Currency	415.68	38.12

related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the 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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs 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 Companyâs website at https://www.arvindfashions.com/wp-content/uploads/2018/11/AFL-RPT-Policy.pdf

11. Extract of Annual Return

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

12. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2023 and May 30, 2023 (date of the report). During March 31, 2023 and May 30, 2023 there is no material change and commitments affecting the financial position occurred in the company.

13. 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 the mix of renewable energy within the operations.

a) Energy Efficiency

The company has shifted from conventional lights to LED lights in the stores and in the warehouses, listed below are the impacts and benefits of installing the LED lights.

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

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

â¢ 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.

â¢ 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 23 that indicated a reduction potential of 5%-8% in the energy demand. The same is being evaluated for new warehouses also.

The company is also working on SOPs to achieve behavioural based energy efficiency within the operations. b) Renewable energy

We signed an agreement to wheel solar power from an independent power producer in FY 19 an agreement for 9 years expected to cover 80-95% of the energy demand at AFLâs corporate office. We have a potential of mitigating -1,030 tons of carbon dioxide on an annual basis.

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

14. Nomination & Remuneration Policy of the Company

https://www.arvindfashions.com/wp-

content/uploads/2019/05/Nomination-and-Remuneration-

Policy.pdf

15. 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 risks to 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 Companyâs website at https://www.arvindfashions.com/wp-content/uploads/2019/03/Risk-Management-Policy.pdf

16. Corporate Social Responsibility (CSR)

The Companyâs initiatives for social advancement has be undertaken through Strategic Help Alliance to Relief to Distressed Areas (SHARDA) Trust. In addition, the skills of vast majority of Employee Talents that the company has will be utilized in accomplishment of its CSR vision.

We have supported and will continue to fund the ongoing projects mentioned below:

1. Supporting Government School Children

2. Providing Scholarships for higher education

3. Projects around Companyâs Area of Operations

During the year the company has spent ''16.31 Lakhs through Strategic Help Alliance to Relief to Distressed Areas (SHARDA) Trust as the CSR expenditure.

The Annual Report on CSR Activities in prescribed format including details of Corporate Social Responsibility Initiatives is enclosed as an Annexure-A.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors ("Board") has carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

18. Change In the nature of the Business

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

19. Directors & Key Managerial Personnel

The Board of Directors consists of 12 (Twelve) members, comprising of 1 Managing Director, 5 Non-Executive Directors and 6 Non-Executive Independent Directors.

As per the provisions of Section 152 (6) of the Companies Act, 2013, Mr. Sanjay Lalbhai (DIN:oooo8329) and Mr. Suresh Jayaraman (DIN: 03033110), will retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment as the Directors of the Company.

The Independent Directors have submitted a declaration that each of them meets the criteria for independence as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Shailesh Shyam Chaturvedi Managing Director & CEO, Mr. Girdhar Kumar Chitlangia Chief Financial Officer, Ms. Lipi Jha company secretary are the Key Managerial Personnel of the Company.

Mr. Piyush Gupta, Chief Financial Officer has resigned from his office w.e.f January 5, 2023 and Mr. Girdhar Kumar Chitlangia has been appointed as Chief Financial Officer w.e.f January 6, 2023.

Ms. Vani kola and Ms. Abanti Sankaranarayanan Independent Directors of the company have resigned from their office w.e.f July 1, 2022 & March 10, 2023, respectively.

Mr. Manoj Nakra and Ms. Ananya Tripathi have been appointed as Independent directorâs w.e.f July 1, 2022 & March 14, 2023, respectively.

20. Disclosure under Section 67(3)(c) of the Companies Act, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

21. Auditors Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) were appointed as the Statutory Auditors of your Company for a period of five consecutive years at the Annual General Meeting (âAGMâ) held on August 23, 2021. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. N. V. Kathiria & Associates, Company Secretary in Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) of the Company and its material Subsidiary Company is enclosed as an Annexure-B to this Report.

22. Subsidiaries / Controlled Entities / Associates

As on March 31, 2023, the Company has 4 subsidiary companies and 1 controlled entity jointly owned with PVH BV.

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 financial statements in 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 companyâs website at https://www.arvindfashions.com/wp-content/uploads/2018/11/AFL-Policy-on-Material-Subsidiaries.pdf

23. 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 form part of this Annual Report.

24. 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.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

26. Internal financial Controls

The Company has in place adequate internal financial controls with reference to 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 operating 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 audit 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.

27. Disclosure of 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) Ms. Nithya Easwaran - Non-Executive Director

28. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend declared and paid since incorporation of the Company.

29. Share Capital

During the year under review, the Company has increased its paid-up capital from Rs. 52,97,45,522/- to Rs. 53,12,53,262/- by allotting 3,63,847 equity shares under ESOP scheme of the company.

A. Issue of Equity Shares with differential rights - No such issue and accordingly no compliance

B. Issue of Sweat Equity Shares - No such issue and accordingly no compliance

30. 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 and holding companies. During the year under review, the Company has granted stock options to eligible employees. Disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of Companies (Share Capital and Debentures)

Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are set out in Annexure - C to this report.

31. Vigil Mechanism

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. 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-Policv.pdf

32. Familiarization programme for the independent directors

In compliance with the requirements of 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 are explained in the Corporate Governance Report are also available on the Companyâs website at

https://www.arvindfashions.com/wp-content/uploads/2018/11/AFL-

Familiarisation-Programs-of-Independent-Directors.pdf

33. Corporate Governance Report and Management Discussion & Analysis Report

The Corporate Governance Report, together with the Certificate from the secretarial auditor 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 Regulations

34. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the year ended March 31, 2023 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Annual Report.

35. 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. In terms of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ 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.

36. Disclosure as per sexual harassment of women at Workplace (prevention, prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has 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. The Company has also formed Internal Complaint Committee and the Committee members are experts on handling the investigations and proceedings as defined in the policy.

During the financial year 2022-23 3 (Three) cases of sexual harassment were received by the Company, its subsidiaries and the same had been satisfactorily addressed before 31st March 2023 except one case which is pending for disposal.

37. Human Resources

At Arvind Fashions, we believe that our people are our most important asset. We are guided by the CCPP formula: Care for our employees which leads to Confidence in our employees and teams that deliver highest standards of Performance resulting in their development and Promotion. Our strong âCollaborativeâ culture inspires passion, commitment and spirit of contribution in our employees.

We have a vibrant workforce of over 5800 employees with an average age of 29 years and a gender diversity of 16%. We are an employer of choice for some of the most talented individuals across the country due to the quality of work, autonomy, growth and supportive environment provided to our employees.

At Arvind Fashions, our Employee Engagement framework keeps the holistic growth and wellness of our people at its centre. âArvind Voiceâ is a program designed to give employees a platform to express their opinions, concerns and suggestions openly. This initiative aims to foster a culture of transparency, open communication and empowerment. Leaders connect with employees through townhalls and employee connect programs and share key achievements, challenges and the way forward. We provide rewards and recognition to our employees in the form of Retail, Value and Spotlight awards to reinforce the behaviours and values that are essential for our growth.

Arvind University - our learning and development centre of excellence - plays a pivotal role in cultivating a skilled, adaptable

and motivated workforce. At Arvind Fashions, we are committed to their continuous learning and professional growth which sets us apart as an employer of choice. Our programs are strategically aligned with our business objectives and are designed to address current and future skill gaps thereby ensuring our workforce remains agile and ready to embrace the changing retail landscape. Arvind Express - our career progression initiative - provides employees a transparent and structured process to help take on larger roles within the company. As part of our organizational assessment process, we utilize a holistic approach that blends both Machine Learning and Human Intervention for strategic evaluation of employee performance and potential to provide critical feedback for employee development.

Our progressive policies and practices such as Flexi-time policy, Equal Employment Opportunity policy, Paternity & Adoption policy, Creche Services along with our Professional Development initiatives and internal career mobility ensures that an environment of empowerment, growth and engagement is created for all employees.

Arvind Care - our safety and wellness initiative - goes beyond traditional benefits. It reflects our deep concern for health, happiness and wellness of each of our employees. The key initiatives include free health check-ups, Doctor-on-Call, Weekly doctor visit, Medical room with nursing facility and Gym 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.

Arvind Fashions remains committed to nurturing a workforce that can thrive personally and professionally and contribute to the sustained success and growth of our organisation.

38. Acknowledgement

For and on behalf of the Board of

Arvind Fashions Limited

sd/_ sd/_

Sanjay S. Lalbhai Shailesh Shyam Chaturvedi

Chairman & Director Managing Director & CEO

DIN :00008329 DIN ^3023079

Place: Ahmedabad Place: Bangalore

Date: 30/05/2023 Date: 30/05/2023

Mar 31, 2018

DIRECTORSâ REPORT

To the Members,

The Directors are pleased to present the Directors'' Report of the Company together with the audited accounts for the financial year ended 31st March 2018. The summarized financial results for the year ended 31st March 2018 are as under :

1. FINANCIAL HIGHLIGHTS

The Companyâs financial performances for the year under review along with previous yearâs figures are given hereunder:

Amount in ''

Particulars	Standalone		Consolidated
Particulars	2017-2018	2016-2017	2017-2018	2016-2017
Revenue from operations (Net)	8,47,51,55,790	2,92,28,68,939	37,93,57,85,768	12,94,27,59,881
Profit/(Loss) Before Interest, Depreciation, Tax & Exceptional Items	95,28,02,975	3,12,80,504	2,41,84,53,302	77,48,84,322
Less: Finance Cost	9,77,74,437	4,76,20,067	91,33,51,624	32,59,01,831
Profit/(Loss) Before Depreciation, Tax & Exceptional Items	85,50,28,538	-1,63,39,563	1,50,51,01,678	44,89,82,491
Less: Depreciation /Amortization	11,49,18,535	3,97,49,061	1,38,94,46,488	42,95,84,741
Profit/(Loss) before exceptional items & tax	74,01,10,003	-5,60,88,624	11,56,55,190	1,93,97,750
Less: Exceptional items	-	-	-	-
Profit/(Loss) before tax	74,01,10,003	-5,60,88,624	11,56,55,190	1,93,97,750
Less: Deferred tax	-1,76,26,949	-2,06,93,915	-27,08,32,896	-16,51,77,103
Less: Current tax	22,37,49,741	-	25,72,99,741	28,20,720
Add: Share of Profit/ (Loss) of Joint Ventures	0			-3,17,81,738
Profit/(Loss) after Tax	53,39,87,211	-3,53,94,709	12,91,88,345	14,99,72,395
Total other comprehensive income / (Exp.) for the period, net of tax	-6,34,546	-8,91,898	85,59,29,964	-43,90,081
Profit /(Loss) after tax carried over to Balance Sheet	53,33,52,665	-3,62,86,607	98,51,18,309	14,55,82,314
Proposed Dividend	-	-	-	-

Note : Financials for the year ended March, 2018 are not comparable with that of year ended March, 2017 due to Arvind Fashions Ltd. had commenced its operations from November, 2016 and Consolidation of subsidiaries (i.e. Tommy and Calvin Klein) is from April, 2017.

2. Review of Business Operations

Your Company has posted Revenue from operations (Net) for the current year Consolidated at Rs. 37,93,57,85,768 which was at Rs. 12,94,27,59,881 (consolidated from November 2016 to March 2017) during the previous year. The Profit before interest, depreciation, tax and exceptional items for the current year Consolidated stands at Rs. 2,41,84,53,302 which was at Rs. 77,48,84,322 (consolidated from November 2016 to March 2017)during the previous year.

The year under review was challenging on many fronts. Your company has completed yet another significant year in which it has achieved a sustained growth in terms of turnover and increase in profitability.

3. Statutory Auditors

At the Annual General Meeting (âAGMâ) held on August 04, 2017, M/s. Sorab S. Engineer & Co, Chartered Accountants were appointed as statutory auditors, for a period of five years. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report.

4. Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of M/s. N. V. Kathiria & Associates, Company Secretary in Practice, Ahmadabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report (in Form MR-3) is enclosed as an Annexure-3 to this Report.

Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:

5. Extract of Annual Return

An extract of Annual Return in Form MGT-9 as on March 31, 2018 is enclosed as an Annexure-1 to this Report.

6. Board Meetings held during the year

The Company had ten Board meetings during the financial year under review which were held on 11/05/2017, 21/06/2017, 02/08/2017, 04/09/2017, 26/09/2017, 28/09/2017, 31/10/2017, 08/11/2017, 25/01/2018 and 30/03/2018. The maximum interval between any two meetings did not exceed 120 days.

7. Nomination & Remuneration Policy of the Company

The Companiesâ policy on Nomination and remuneration of the Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other related matters is enclosed as an Annexure-2 to this Report.

8. Directorsâ Responsibility Statement

The Directors hereby make the following Responsibility Statement as required by Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 have taken proper and sufficient 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 detecting fraud and other irregularities;

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

e) 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.

9. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary In their Reports There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary other that the below qualification by Practicing Company Secretary.

- During the period under review the Company has not appointed Managing Director, or Chief Executive Officer or Manager and in their absence, a whole-time Director as required under Section 203 of the Companies Act, 2013 and rules made there under.

10. 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 Note No. 7 of the Notes to the financial statements.

11. Related Party Transactions under Section 188 of the Companies Act, 2013

All transactions with related parties were in the ordinary course of business and at armâs length. The Company has not entered into any transaction of a material nature with any of the related parties which are in conflict with the interest of the company. The details of related party transactions are disclosed in Note No. 34 of the Notes to the financial statements.

12. Dividend

The profits for the year had been retained to invest in expanding Business of the Company, hence your directors are unable to declare any dividend for the year ended 31st March, 2018

13. Material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2018 and 03rd May, 2018 (date of the Report) There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2018) and the date of the Report (May 3, 2018).

14. Information on Conservation of Energy, Absorption of technology and Foreign Exchange Earnings and Outgo

i) Conservation of Energy

The energy consumption is insignificant, so there is no need to take steps for the conservation of energy.

ii) Absorption of technology

The Company has not absorbed any technology.

iii) Foreign Exchange Earnings and Outgo

Amount in Rs,

Particulars

2017-2018

2016-2017

Earning in Foreign Currency Expenditure in Foreign Currency

20,37,51,56''

31,66,81,18''

9,24,51,210

38,39,828

15. Statement concerning development and implementation of Risk Management policy of the Company

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

16. Corporate Social Responsibility (CSR)

The Companies had constituted CSR Committee and adopted CSR policy. The average net profits during the three immediately preceding financial years are nil, hence there was no required to spend any amount during the financial year.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors ("Board") has carried out an annual evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.

The criteria for performance evaluation of the Board included aspects like Board composition and structure, effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

18. Change in the nature of the Business

During the year under review, the company had changed its nature of business from Retailer to Wholesale of branded Apparel and Accessories Business.

19. Directors & Key Managerial Personnel

During the year under review, Mr. Nilesh Shah (DIN: 01711720) and Mr. Kamal Singal (DIN: 02524196), appointments were regularized by the members in the Annual General Meeting held on August 04, 2017 to hold office for 5 year from the date of their appointment as an Independent Directors of the Company.

The Independent Directors have submitted a declaration that each of them meet the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as an Independent Director during the year.

Mr. Soundararajan Kannan, Chief Financial Officer and Mr. Vijay Kumar B S, Company Secretary are the Key Managerial Personnel (âKMPâ) of the Company and they were also KMPs of Arvind Lifestyle Brands Limited a wholly-owned subsidiary of the Company.

20. Subsidiaries /Joint Ventures / Associates

As on March 31, 2018, the Company has 4 subsidiary companies.

During the year under review, the following Companies had become Subsidiaries of the Company and these were Joint Venture of the Company earlier to become Subsidiaries.

1. Calvin Klein Arvind Fashion Private Limited

2. Tommy Hilfiger Arvind Fashion 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, associates and joint venture companies 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.

21. 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.

22. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company

23. Internal financial Controls

Your Company has in place adequate internal financial controls with reference to financial statements and dedicated Internal Audit team to ensure its adequacy. The scope and authority of the Internal Audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in your Company, its compliance with operating systems, accounting procedures and policies of your Company. Based on the report of the Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

The Statutory Auditor of your 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.

24. Disclosure of composition of Audit Committee

The Board had re-constituted the Audit Committee during the year under review and consists of the following members :

i) Mr. Jayesh K. Shah

ii) Ms. Nithya Eswaran

iii) Mr. Nilesh Shah

iv) Mr. Kamal Singal

25. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

26. Share Capital

During the year under review, the Company has increased its paid up capital from Rs. 21,74,16,400 to Rs 23,17,02,908 by allotting 45,38,578 shares on rights basis and by allotting 26,04,676 as bonus shares in the ratio of 1:0.023.

A. Issue of Equity Shares with differential rights - No such issue

and accordingly no compliance.

B. Issue of Sweat Equity Shares - No such issue and accordingly

no compliance.

C. Employees Stock Option Scheme as per the below disclosure.

Disclosures required pursuant to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014:

(a)	Options granted	33,94,114
(b)	Exercise price	54, 91 and 97
(c)	Options vested	16,24,706
(d)	Options exercised	0
(e)	The total number of Equity Shares arising as a result of exercise of option	0
(f)	Options lapsed	0
(g)	Variation of terms of options	78,065 new options were given as adjustment in lieu of bonus issue of shares to the equity share holders in the ratio of 1:0.023.
(h)	Money realized by exercise of options during the year	0
(i)	Total number of options in force	34,72,179
(j)	Employee wise details of options granted to;- (i) Key Managerial personnel during the year (ii) any other employee who received a grant in any one year of option amounting to 5% or more of options granted during that year; (iii) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of Grant	Nil Nil Nil

D. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees - Not applicable.

27. Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

28. 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. In terms of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which are 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.

29. Disclosure as per sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has 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 there under. During the financial year 2017-18, the Company has not received any complaints on sexual harassment.

30. Acknowledgement

The Directors wish to express their appreciation for the continued support of bankers, financial institutions, customers and various Government agencies. The Directors also wish to thank all the employees for their contribution, support and continued cooperation throughout the year.

For and on behalf of the Board of Arvind Fashions Limited

Sd/- Sd/-

Jayesh Kantilal Shah Kulin Sanjay Lalbhai

Director (DIN: 00008349) Director (DIN: 05206878)

Place: Ahmedabad

Date: 03/05/2018

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